Statement on revised offer for Tognum AG

16 May 2011

     Daimler AG and Rolls-Royce Group plc joint venture welcomes Tognum's      
                       endorsement of its revised offer                        

  * Offer price will be increased by € 2 to € 26 per share; acceptance period
    will be extended to June 1, 2011.
   
  * Tognum welcomes the increased offer; board members agree to tender their
    shares subject to legal formalities.
   
  * Increased and final offer is the best option for all stakeholders.
   
  * Cornerstone paper, which offers assurances on continued employment and
    investment, maintained.
   
  * Combination of Daimler, Rolls-Royce and Tognum will create a global
    industry leader.
   
  * Acceptance threshold will be lowered to 30 per cent.
   
Stuttgart / London / Friedrichshafen - Daimler AG and Rolls-Royce Group plc,
through their 50:50 joint venture, are pleased to have reached an agreement
with Tognum AG concerning their voluntary public takeover offer for all Tognum
shares. The offer price for Tognum will be increased by € 2 to € 26 per share.
In addition, the acceptance threshold for the bid will be reduced to 30 per
cent, from the 50 per cent plus one share originally stated in the offer
document. These adjustments re-affirm the strong commitment by both Rolls-Royce
and Daimler to a long-term collaboration with Tognum. Due to the change of the
offer, and in accordance with German takeover laws, the acceptance period will
automatically be extended by two weeks to June 1, 2011. These changes to the
offer document will be formally effected tomorrow by publication on
www.engineholding-angebot.de as well as in the Electronic Federal Gazette.

Tognum´s Executive Board and the Supervisory Board welcome the increased offer
and all members of the Executive Board and the Supervisory Board holding Tognum
shares declared that they will tender their shares into the offer. This is
subject to a confirmation of the support in a supplementary statement pursuant
to section 27 of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Ãœbernahmegesetz, WpÃœG), which will be published in due
course after the publication of the amended offer.

The partners are all convinced that this transaction presents the most
compelling option for Tognum and is in the best interest of all of its
stakeholders. Combining the strengths, technology and market access of these
three world-class companies, the joint venture will be able to offer an
unrivalled portfolio of products, services and integrated solutions globally,
thus enabling the joint venture to become a world leading industrial engine
systems and solutions company.

As part of the transaction, the partners intend to maintain the current
manufacturing sites and are confident that the growth strategy will secure jobs
and lead to further opportunities. The cornerstone paper, which offers
assurances on continued employment and investment, will be maintained.

Bodo Uebber, Chief Financial Officer and Member of the Board of Management of
Daimler said: "Today's agreement is a milestone in Tognum's history. With this
reasonable increase of our offer, we have reached out to the management and all
other shareholders of Tognum. This underlines our commitment to pursue a
forward looking and long term strategy that keeps in mind the best interest of
all parties involved. We welcome Tognum's pledge to support the offer."

Andrew Shilston, Finance Director, Rolls-Royce Group plc, said: "The joint
venture will combine the innovation, technology and engineering expertise of
three world class companies to accelerate growth and to create a world leader
in this important market. Tognum's management has supported the industrial
logic of this proposal from the outset and we are pleased that we have now
reached an agreement that will take us forward."

Safe Harbour Statement

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Tognum AG shares. The final terms and further provisions
regarding the public offer will be disclosed in the offer document after the
publication has been approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). The final
terms of the public offer may differ from the basic information described
herein. Investors and holders of Tognum AG shares are strongly recommended to
read any such offer document and all documents in connection with the public
offer as they are published, since they will contain important information.

Subject to certain exceptions to be approved by the relevant regulators or
certain facts to be ascertained, 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 the joint venture 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.

For further information, please contact:

Media relations: Investor relations:

Josh Rosenstock Mark Alflatt

Director of External Communications Director of Financial Communications

Rolls-Royce Group plc Rolls-Royce Group plc

Tel: [phone] Tel: [phone]

E: [e-mail] E: [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

About Rolls-Royce:

Rolls-Royce is a world-leading provider of power systems and services for use
on land, at sea and in the air, and has established a strong position in global
markets - civil aerospace, defence aerospace, marine and energy.

Rolls-Royce has a broad customer base comprising more than 500 airlines, 4,000
corporate and utility aircraft and helicopter operators, 160 armed forces, more
than 2,500 marine customers, including 70 navies, and energy customers in
nearly 120 countries, with an installed base of 54,000 gas turbines.

Rolls-Royce is a world leader in marine solutions, providing products, service
and expertise to more than 30,000 vessels in the offshore, merchant, naval
surface and submarine markets. It designs ships and its product range includes
power and propulsion systems featuring diesel engines and gas turbines,
propellers, thrusters and water jets. Rolls-Royce also provides manoeuvring and
stabilising systems and deck machinery.

Annual underlying revenues were over £10.8 billion in 2010, of which more than
half came from the provision of services. The firm and announced order book
stood at £59.2 billion at 31 December 2010, providing visibility of future
levels of activity.

Rolls-Royce employs 39,000 skilled people in offices, manufacturing and service
facilities in over 50 countries. Over 11,000 of these employees are engineers.

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