Supplemental Information on Fiscal Year 2025

1. Corporate Governance Statement¹

TRATON SE uses this Group Corporate Governance Statement in accordance with section 289f and section 315d of the Handelsgesetzbuch (HGB⁠ ⁠—⁠ ⁠German Commercial Code) to report on the corporate governance principles of TRATON SE and the Group, taking into account the recommendations of the German Corporate Governance Code (GCGC). Good corporate governance that complies with both national and international standards is of central importance for ensuring responsible management with a long-term focus. It forms the basis for the responsible leadership and control of our company as well as sustainable business performance. At the same time, good corporate governance fosters the confidence that the financial markets, our investors, customers, business partners, and employees have in our company, the Group, and in the work we do.

The topic of sustainability is an integral part of TRATON’s corporate governance and strategy. For more information, refer to the Sustainability Report chapter.

Corporate Governance at TRATON

As a European stock corporation (Societas Europaea, SE) whose registered office is in Germany, the company is subject to the European and German SE rules as well as German stock corporation law. TRATON SE has a two-tier board system consisting of an Executive Board and a Supervisory Board. In accordance with section 161 of the AktG in conjunction with Article 9(1)(c)(ii) of the SE Regulation, the Executive Board and Supervisory Board are required to issue a Declaration of Conformity with the recommendations of the GCGC at least once a year.

Declaration of Conformity

The Executive Board and Supervisory Board of TRATON SE addressed the recommendations and suggestions of the GCGC in detail and issued their annual Declaration of Conformity in December 2025 as follows:

“The Executive Board and Supervisory Board of TRATON SE declare that the recommendations of the Government Commission on the German Corporate Governance Code as amended April 28, 2022 (“the GCGC”), published by the German Federal Ministry of Justice in the official section of the Bundesanzeiger (the Federal Gazette) on June 27, 2022, were complied with in the period since the publication of the last regular Declaration of Conformity and continue to be complied with, except for the recommendations set out below, for the reasons and periods indicated below:

1. Pursuant to recommendation B.5 GCGC (age limit of members of the Executive Board), an age limit is to be specified for members of the Executive Board and disclosed in the Corporate Governance Statement. This was implemented. In March 2023, the Supervisory Board reappointed Mr. Antonio Roberto Cortes and thus in this exceptional case exceeded the specified age limit. The Supervisory Board, however, considers the reappointment of Mr. Cortes to be in the best interest of the company. In particular, Mr. Cortes has had the leading responsibility for the South American market for a long time, which faces significant challenges in the coming years. The reappointment of Mr. Cortes ensures that the strategy for South America designed by him can be efficiently and effectively implemented. Mr. Cortes’s term of office also continues in the current financial year. The Supervisory Board adheres to the age limit determined for the Executive Board in all other respects. However, it cannot be ruled out that deviating from a specific age limit only once can be regarded as deviation from recommendation B.5 GCGC. As a precautionary measure, such a deviation is therefore declared.
2. The recommendation in C.5 GCGC (Upper limit of offices for Board members) is not fulfilled to the extent that, in addition to his seat on the Supervisory Board of TRATON SE, the Chairman of the Supervisory Board discharges one further mandate as Chairman of the Supervisory Board of Volkswagen AG, a listed company, as well as having seats on the Supervisory Board of Dr. Ing. h.c. F. Porsche Aktiengesellschaft, likewise a listed company, and Bertelsmann SE & Co. KGaA, and is also Chairman of the Board of Management of Porsche Automobil Holding SE. Volkswagen AG, Dr. Ing. h.c. F. Porsche Aktiengesellschaft and TRATON SE do not form a group with Porsche Automobil Holding SE within the meaning of the German Stock Corporation Act. Nonetheless, we are of the opinion that the Chairman of the Supervisory Board has sufficient time available to discharge his mandate.
3. With regard to the recommendation in C.13 GCGC (Disclosure in the event of election proposals), the guidelines in the GCGC are vague and the definitions unclear. A departure from the GCGC is therefore being declared as a precautionary measure. Notwithstanding this, the Supervisory Board will make every effort to comply with the requirements of the recommendation in C.13 GCGC.
4. The recommendation in G.13 sentence 1 GCGC (Severance cap) is not fulfilled. According to recommendation G.13 sentence 1 GCGC, payments made to a member of the Executive Board due to early termination of their Board activity shall not exceed twice the annual remuneration (severance cap) and shall not constitute remuneration for more than the remaining term of the employment contract. It is not clear to the Executive Board and the Supervisory Board of TRATON SE whether recommendation G.13 sentence 1 GCGC only refers to severance payments or also to payments made to a member who has left the Executive Board that result from a continuing employment contract. In July 2020, Mr. Joachim Drees, among others, left the Executive Board by mutual consent. The employment contract between Mr. Drees and TRATON SE, in agreement with Mr. Drees, continued following his departure and remained in force for more than two additional years. Although the employment contract of Mr. Drees expired at the beginning of 2024, not all of the contractual remuneration payments based on this employment contract have been fully processed and paid.

Mr. Drees shall accordingly not receive severance but may continue to receive his contractual remuneration for a period of more than two years following his departure. Components of this remuneration have also been paid out in the period since the submission of the last Declaration of Conformity and have not yet been liquidated completely. In light of the above, the Executive Board and Supervisory Board of TRATON SE declare a departure from recommendation G.13 sentence 1 GCGC as a precautionary measure.”

The Declaration of Conformity is available on the company’s website at https://ir.traton.com/en/corporate-governance.

Swedish Corporate Governance Code

Furthermore, TRATON SE has published a statement regarding departures by its corporate governance system from the Swedish Corporate Governance Code. It is also available on the company’s website at https://ir.traton.com/en/corporate-governance.

The Swedish Corporate Governance Code states that companies that are listed on the capital markets in Sweden can decide whether to comply with the Swedish code or with the relevant local regulations in the countries where those companies are headquartered. TRATON SE has decided to comply with the GCGC and not with the Swedish Corporate Governance Code.

Executive Board

The Executive Board is responsible for managing the company independently in the interests of the company in accordance with the statutory provisions, the Articles of Association, and the Rules of Procedure for the Executive Board. Its area of responsibility extends in particular to the strategic orientation and management of the TRATON GROUP. In this context, the Executive Board decides on matters of particular importance and significance for the TRATON GROUP, as well as on the establishment and monitoring of an appropriate and effective risk management and internal control system. It is also responsible for preparation of the annual financial statements and interim statements, and ensures compliance with statutory provisions, official requirements, and internal policies. In its decisions, the Executive Board considers the various aspects of sustainability and addresses their material impacts, risks, and opportunities for the TRATON GROUP’s business development. It also monitors sustainability-related targets and department-specific sustainability activities.

How the Executive Board works

The Executive Board exercises its management function as a collegial body. The members of the Executive Board are jointly responsible for managing the company. They decide collectively on all matters of material significance. In addition, each member of the Executive Board is personally responsible for managing their assigned area and is also responsible for the material impacts, risks, and opportunities, including sustainability-related aspects, within their own department. The various tasks of the Executive Board are allocated to the individual Executive Board departments in line with functional and regional aspects. All members of the Executive Board keep each other informed through reports from their own areas of responsibility. The List of Responsibilities forms part of the Rules of Procedure for the Executive Board.

The Executive Board holds regular meetings. The meetings are generally convened and chaired by the Chair of the Executive Board. In addition, any member of the Executive Board can require that an Executive Board meeting be convened without undue delay, notifying the subject to be discussed or an agenda item to be added. As a rule, the Executive Board makes its decisions at meetings. In urgent cases, after extensive preparatory work, or if no member of the Executive Board objects without undue delay, the Executive Board may also adopt resolutions through a conference call or video conference or by circulating written documents for approval, as directed by the Chair of the Executive Board. Resolutions of the Executive Board are adopted by a majority of the votes cast by the members of the Executive Board participating in the vote, unless other majorities are prescribed by law, the Articles of Association, or the Rules of Procedure. In the event of a tie, the Chair of the Executive Board has a casting vote.

Executive Board members must disclose any conflicts of interest to the Chair of the Supervisory Board and the Chair of the Executive Board without undue delay and inform the other Executive Board members. In accordance with the requirements of the Aktiengesetz (AktG⁠ ⁠—⁠ ⁠German Stock Corporation Act) and recommendation E.3 of the Code, members of the Executive Board may undertake secondary activities only with the Supervisory Board’s consent.

Composition and diversity

In accordance with Article 8(1) of the Articles of Association, the Executive Board of TRATON SE must consist of at least two persons. The Supervisory Board determines the specific number of Executive Board members. The company’s Executive Board currently has seven members. In accordance with section 16 (2) of the SE-Ausführungsgesetz (SEAG⁠ ⁠—⁠ ⁠German SE Implementation Act), TRATON SE’s Executive Board must include at least one woman and one man. TRATON SE complied with this requirement in the year under review. This Executive Board consisted of seven members in fiscal year 2025. As of December 31, 2025, the proportion of female Executive Board members was approximately 14.29%, while the proportion of male Executive Board members was approximately 85.71%.

Information on the composition of the Executive Board can be found in the section Members of the Executive Board and their appointments.

The Supervisory Board takes diversity into account in the composition of the Executive Board and has adopted the following diversity concept for the Executive Board:

• As a rule, appointments of members of the Executive Board should end when those members reach the age of 65, although an extension by a maximum of three more years is possible.
• Members of the Executive Board should have long-standing management experience and contribute as much experience as possible from a range of different activities.
• The Executive Board should collectively have leadership experience in an international context.
• The Executive Board should collectively possess long-standing experience in the fields of machinery/vehicle manufacturing, finance, and HR management.
• Both genders should be adequately represented on the Executive Board. The company is subject to the statutory representation requirement that the Executive Board must include at least one man and at least one woman.

The diversity concept aims to encourage a good understanding of the organizational and business affairs of TRATON SE through diversity. The Supervisory Board decides which individual should be appointed to a specific Executive Board position in the interests of the company, taking all the circumstances of the individual case into consideration. These requirements governing the composition of the Executive Board ensure that the Executive Board has relevant experience in the sectors, products, and geographic locations in which the TRATON GROUP operates. In the Supervisory Board’s opinion, the current composition of the Executive Board substantially implements the diversity concept. All members of the Executive Board have many years of management experience, including in an international context, and also contribute experience from a range of different activities. The Executive Board collectively possesses long-standing experience in the fields of machinery/vehicle manufacturing, finance, and HR management. By extending the appointment of Antonio Roberto Cortes to the Executive Board, the Supervisory Board has, exceptionally, exceeded the age limit defined for the Executive Board. The reasons for this and the precautionary departure from recommendation B.5 of the German Corporate Governance Code (“GCGC”) are set out in section 1 of the Declaration of Conformity.

All seven members of the Executive Board in office in fiscal year 2025 have relevant sustainability expertise as they are responsible for developing and shaping the strategy, including on the topic of sustainability, in their roles as CEOs of the brands, CFO, and as the members of the Executive Board responsible for Group Product Management and Group R&D. Because all Executive Board members are also members of the TRATON Sustainability Board (TSB), this expertise also includes the assessment of TRATON’s material impacts, risks, and opportunities (IROs) that were identified in accordance with the European Sustainability Reporting Standards (ESRS). These IROs were confirmed by the TSB and are managed and monitored by it. In their role and functions also as members of the TSB, the members of the Executive Board have access to relevant expert knowledge and can call on relevant experts.

Cooperation with the Supervisory Board

The Executive Board and Supervisory Board work together in a trust-based relationship for the benefit of the company. Dialog between the two bodies is the basis for efficient corporate governance. The Executive Board reports to the Supervisory Board regularly, promptly, and comprehensively in written or oral form on all issues of relevance for the company with regard to strategy, planning, and the position of the company, the business performance, the risk position, risk management, and compliance. The Supervisory Board monitors the Executive Board and advises it on the management and conduct of the company. Monitoring and advising the Executive Board also includes in particular sustainability issues. The Supervisory Board is directly involved in decisions of fundamental importance through its rights of veto.

The Supervisory Board Chair is also in regular contact with the Executive Board outside meetings. They are informed without undue delay by the Chair of the Executive Board about important events that are of material significance for assessing the situation and ongoing development of the company and its Group companies, as well as for its management.

Supervisory Board

In TRATON SE’s two-tier governance structure, the Supervisory Board is the oversight body. The Supervisory Board performs the duties assigned to it by law, by the Articles of Association, and by the Supervisory Board’s Rules of Procedure. In particular, the Supervisory Board has responsibility for Human Resources matters relating to the Executive Board. It appoints the members of the Executive Board and decides on all matters concerning the members of the Executive Board. In particular, the Supervisory Board, based on a proposal by the Presiding Committee, adopts a clear and comprehensible system for the remuneration of the members of the Executive Board and submits it to the Annual General Meeting for approval in the event of any significant amendment, but at a minimum every four years.

Please refer to the Report of the Supervisory Board for additional information on the performance of duties, in particular the number of meetings and the focus topics, the work of the committees described below, and cooperation with the Executive Board.

How the Supervisory Board works

The Supervisory Board has issued Rules of Procedure for its work, which can be downloaded at https://traton.com/en/company/supervisory-board.html.

The Chair of the Supervisory Board coordinates work in the Supervisory Board, chairs its meetings, and represents the concerns of the Supervisory Board externally. The Supervisory Board holds at least two meetings each calendar half-year. It also meets regularly without the Executive Board. The Supervisory Board has a quorum if at least half of the members of which it is required to consist take part in the adoption of the resolution. Notwithstanding any other statutory provisions to the contrary, resolutions are adopted by a simple majority of the votes cast. The Supervisory Board Chair has the casting vote in the event of a tie.

Each member of the Supervisory Board must disclose any conflicts of interest to the Chair of the Supervisory Board, in particular those that may arise from an advisory or governance role at customers, suppliers, lenders, or other business partners.

Supervisory Board Committees

The Supervisory Board has established two committees with equal representation of shareholder and employee representatives: the Presiding Committee and the Audit Committee. The Nomination Committee consists solely of shareholder representatives.

The Presiding Committee prepares the Supervisory Board meetings and the resolutions of the Supervisory Board, including the resolutions of the Supervisory Board relating to Executive Board matters. It supports and advises the Chair of the Supervisory Board and, together with the Chair of the Executive Board, prepares the long-term succession planning for the Executive Board. In addition, among other things the Presiding Committee is assigned responsibility for deciding on transactions or measures requiring approval up to a certain value limit, in place of the Supervisory Board. The Presiding Committee also acts as a “Remuneration Committee” and prepares the decisions of the Supervisory Board on matters relating to Executive Board remuneration.

The Presiding Committee comprised the following Supervisory Board members in the reporting period: Hans Dieter Pötsch (Chair), Jürgen Kerner (Deputy Chair), Gunnar Kilian (until July 16, 2025), Dr. Dr. Christian Porsche, Michael Lyngsie, Karina Schnur.

The Audit Committee deals in particular with preparing the decision by the Supervisory Board regarding the adoption of the annual financial statements and the approval of the consolidated financial statements, monitoring and the integrity of the financial reporting process, monitoring financial reporting, the effectiveness of the internal control system, of the risk management system, and of the internal audit system, and with financial statements audit and compliance. Furthermore, the Audit Committee submits a reasoned recommendation for the choice of external auditor to the Supervisory Board, obtains a statement regarding the auditor’s independence, deals with the additional services provided by the auditor, drafts the resolution on issuing the audit engagement letter, and also deals with determining the areas of emphasis of the audit and agreeing the auditor’s fees with the auditor.

The following Supervisory Board members were members of the Audit Committee in the reporting period: Frank Witter (Chair), Torsten Bechstädt (Deputy Chair), Dr. Julia Kuhn-Piëch, Nina Macpherson, Lisa Lorentzon (until June 30, 2025), Karina Schnur, Christina Widén (since July 1, 2025).

The Nomination Committee identifies candidates for Supervisory Board positions and recommends suitable candidates to the Supervisory Board for the latter’s proposals for election to the Annual General Meeting.

The following Supervisory Board members were members of the Nomination Committee in the reporting period: Hans Dieter Pötsch (Chair), Gunnar Kilian (until July 16, 2025), Dr. Dr. Christian Porsche.

Information on the composition of the Supervisory Board can be found in the section Members of the Supervisory Board and their appointments.

Self-assessment of the Supervisory Board

In line with recommendation D.12 GCGC, the Supervisory Board assesses, at regular intervals, how effectively it as a whole and its committees fulfill their tasks. As part of the self-assessment, the members of the Supervisory Board receive in advance a detailed questionnaire that enables them to submit their appraisal of the procedures of the Supervisory Board and its committees, and make proposals for improvements. The results are discussed in a following meeting of the Supervisory Board and, if necessary, in further individual conversations. The results are used to derive measures for improving the work of the Supervisory Board. The self-assessment was positive overall. The Supervisory Board considers its work in terms of its work in plenary sessions and in committees to be predominantly good and efficient. The most recent self-assessment of the Supervisory Board took place in fiscal year 2025.

Long-term succession planning for the Executive Board

The Supervisory Board’s Presiding Committee works with the Chairman of the Executive Board to ensure long-term succession planning for the Executive Board. The topics discussed include the terms of the contracts and renewal options for current Executive Board members, as well as potential internal and external candidates. In particular, the Supervisory Board discusses the knowledge, experience, and professional and personal skills that should be represented on the Executive Board with regard to the corporate strategy and current challenges, and the extent to which the current composition of the Executive Board already reflects these requirements. In addition to the statutory requirements, the requirements of the GCGC, and the Rules of Procedure of the Supervisory Board, long-term succession planning Is based on the corporate strategy and culture and takes in account the criteria laid down in the diversity concept resolved by the Supervisory Board for the composition of the Executive Board.

After additionally considering the specific qualification requirements, the Presiding Committee prepares a requirements profile in specific individual instances, on the basis of which it then selects the most suitable candidates. After interviewing the candidates, the Presiding Committee makes a proposal to the Supervisory Board for resolution. If necessary, the Supervisory Board and Presiding Committee are supported by external consultants when developing requirements profiles and selecting candidates.

Composition and diversity

In accordance with the Articles of Association, the company’s Supervisory Board consists of 20 members: ten Supervisory Board members who are shareholder representatives and ten Supervisory Board members who are employee representatives. In accordance with Article 11 (2) sentence 1 of TRATON SE’s Articles of Association, shareholder representatives are elected by the Annual General Meeting without being bound by election proposals, whereby Dr. Arno Antlitz was appointed by the Local Court of Munich by a resolution dated September 16, 2025, after Gunnar Kilian’s resignation. The employee representatives are elected directly by the relevant employee representative bodies in accordance with the provisions in the Agreement on Employee Involvement (Beteiligungsvereinbarung). In accordance with section 17 (2) of the SE-Ausführungsgesetz (SEAG⁠ ⁠—⁠ ⁠German SE Implementation Act), women and men must each account for at least 30% of the Supervisory Board of TRATON SE. As of December 31, 2025, 30% of the members of the Supervisory Board of TRATON SE on the shareholder side were women: Ödgärd Andersson, Dr. Julia Kuhn-Piëch, and Nina Macpherson, and 70% were men. On the employee side, 40% women were represented on the Supervisory Board: Daniela Cavallo, Mari Carlquist, Lisa Lorentzon (until June 30, 2025), Karina Schnur, and Christina Widén (since July 1, 2025), and 60% men on this date. The statutory quotas are therefore met by both the shareholder and the employee representatives on the Supervisory Board.

The Supervisory Board is composed in such a way that its members collectively possess the knowledge, skills, and professional experience necessary to properly perform their duties. TRATON SE’s Supervisory Board aims, in light of the business areas, the size of the TRATON SE, and the proportion of its international business activities, to take the following factors into account for its composition:

• At least three members of the Supervisory Board should be persons who embody the criterion of internationality to a particularly high degree.
• At least two Supervisory Board positions on the shareholder side are reserved for persons with no potential conflicts of interest, and who are independent within the meaning of the GCGC.
• Any person that sits on a governing body or is involved in an advisory capacity at one of the company’s major competitors should not be a member of the Supervisory Board.
• In addition, proposals for election should not, as a rule, include any persons who have reached the age of 75 at the time of the election or who have been a member of the company’s Supervisory Board for more than 15 years.

Furthermore, the Supervisory Board of TRATON SE should collectively possess the following skills and expertise:

• Knowledge and experience of the company itself
• Leadership or oversight experience in other medium-sized or large companies
• Experience in industries that are of importance to the TRATON GROUP, such as the engineering, automotive, and information technology sectors
• Knowledge of capital markets
• Human resources expertise (particularly the search for and selection of members of the Executive Board, and the succession process) and knowledge of incentive and remuneration systems for the Executive Board
• Expertise in the areas of financial reporting/auditing
• Expertise in the areas of law and compliance
• Expertise in the sustainability issues important for the company

The targets defined by the Supervisory Board for its composition and the skills and expertise profile of the Supervisory Board also describe the concept with which the Supervisory Board strives to achieve a diverse composition. The diversity concept aims to encourage a good understanding of the organizational and business affairs of TRATON SE through diversity. This is intended to enable the members of the Supervisory Board to constructively question the decisions of the Executive Board and to be open to innovative ideas. All aims as well as the competence profile have been fulfilled or taken into consideration, respectively. These requirements governing the composition of the Supervisory Board ensure that the body as a whole has relevant experience in the sectors, products, geographic locations, and relevant markets in which the TRATON GROUP operates.

The diversity concept for the Supervisory Board comprises the following elements:

• The defined goals for the composition of the Supervisory Board
• The skills and expertise profile for the Supervisory Board
• The gender quota of 30% for the composition of TRATON SE’s Supervisory Board that is already imposed by law and must therefore be complied with in accordance with section 17 (2) of the SEAG

The proposals to the Annual General Meeting for electing members of the Supervisory Board take into account the requirements of the diversity concept, the specific targets for the composition of the Supervisory Board, and the skills and expertise profile. The Supervisory Board also recommends that employee representatives and trade unions, who have the right to make proposals in employee elections, take into account the diversity concept, the composition targets, and the skills and expertise profile. The same applies to persons who have the right to make proposals in the context of any necessary court-ordered replacement appointments.

With regard to the composition of the Supervisory Board, the independence of the Supervisory Board members is also observed. In the opinion of the shareholder representatives on the Supervisory Board, regarding the appropriate number of independent shareholder representatives within the meaning of recommendation C.6 of the GCGC, the Supervisory Board should have at least two shareholder representatives who are independent overall, i.e., independent both of the company and of the Executive Board in accordance with recommendations C.7 and C.8 of the GCGC, and of a controlling shareholder in accordance with recommendation C.9 of the GCGC. In the opinion of the shareholder representatives on the Supervisory Board, five shareholder representatives may be considered independent in this respect. These are Ms. Andersson and Ms. Macpherson, as well as Dr. Kirchmann, Dr. Schmid, and Mr. Witter.

The current implementation status of the skills and expertise profile is shown in the following qualification matrix:

The assignment of competencies in the qualification matrix is based on a self-assessment of the respective Supervisory Board member. In line with the requirements of the AktG and the recommendation of the Code, Mr. Witter (Chairman of the Audit Committee) and Mr. Bechstädt (Deputy Chairman of the Audit Committee) in particular have expertise in the areas of financial reporting (including internal control and risk management systems) and auditing. Mr. Witter has extensive experience in the areas of financial reporting and auditing of the financial statements, including sustainability reporting and audits, in particular by virtue of his many years of experience as chief financial officer of various Volkswagen Group companies and from his time as Chief Financial Officer of Volkswagen AG (2015 to 2021). Mr. Bechstädt has extensive experience in the areas of financial reporting and auditing of the financial statements due to his many years of work in the Group Finance department of Volkswagen AG, and as a member of the Examination Committee for Accountants of the Hannover Chamber of Commerce and Industry. This also includes experience in sustainability reporting/auditing. Christina Widén has extensive experience in financial reporting and auditing thanks to her academic background and many years of professional experience as a business controller and in accounting. Of the members of the Audit Committee, Ms. Schnur also has experience in the fields of financial reporting and auditing of the financial statements, including sustainability reporting and their audit, by virtue of her membership of the Audit Committee. The experience and skills of the Supervisory Board members on key aspects of corporate policy, as well as individual expertise on sustainability aspects relevant to the TRATON GROUP, result in particular from their (full-time) activities, and from management and supervisory board mandates of other companies as well as training provided by the company.

The members of the Supervisory Board are individually responsible for completing the training and professional development measures necessary to perform their duties and are supported in this by TRATON SE, for example through regular training courses. To ensure comprehensive knowledge of current developments in the field of ESG reporting, the Supervisory Board attended ESG training courses in 2023, 2024, and 2025, which dealt in particular with regulatory requirements in the area of sustainability. In these training courses, the members of the Supervisory Board had the opportunity to engage in in-depth discussions with internal and external experts on the topics covered. In addition, TRATON SE hosted a training session on cybersecurity and related regulatory issues. When new members of the Supervisory Board take up their mandate, they receive regular information on key legal frameworks and corporate governance issues that are relevant to the performance of their duties as part of the onboarding process.

All aims as well as the competence profile have been fulfilled or taken into consideration, respectively. The resumes of the members of the Supervisory Board, updated each year, can be viewed at https://traton.com/en/company/Supervisory-Board.html.

Remuneration of the Executive Board and Supervisory Board

The current remuneration system in accordance with section 87a (1) and (2) sentence 1 of the AktG, the last resolution on remuneration in accordance with section 113 (3) of the AktG, the remuneration report for the past fiscal year, and the audit opinion in accordance with section 162 of the AktG can be found on our website at https://ir.traton.com/en/corporate-governance.

Relevant disclosures on corporate governance practices

Compliance/risk management

The Governance, Risk & Compliance (GRC) function is managed by the Head of GRC/Chief Compliance Officer of the Group, who reports directly to the Chief Executive Officer of TRATON SE. GRC is comprised by the Corporate GRC Office at TRATON SE and the decentralized GRC functions at the brands. The Corporate GRC Office of TRATON SE and the decentralized GRC functions are jointly responsible for compliance and risk management throughout the entire TRATON GROUP.

The Corporate GRC Office plays a central control and support role in respect of the Group’s risk management and compliance activities. This includes defining GRC principles and consistent minimum standards for the entire Group, as well as giving the brands the flexibility they need to implement specific GRC measures that are appropriate for their particular organization and environment. On the one hand, the processes for whistleblowing and internal investigations are strictly standardized, with a central Investigation Office in place at TRATON SE. By contrast, GRC communication is primarily embedded at brand level. The Corporate GRC Office also coordinates IT support systems and takes action to monitor and continuously improve the Group’s GRC activities in terms of effectiveness and efficiency.

The Head of GRC/Chief Compliance Officer reports regularly, at least every quarter, to the Executive Board of the TRATON GROUP on the Group’s risk exposure as well as on the current situation and on the GRC function’s main activities. The Risk & Control Board (RCB), previously called Governance & Risk Board (GRB), as well as the Compliance Board (CB) have also been set up at TRATON level. These enable top-level executives from the entire Group to discuss relevant GRC issues regularly and in detail.

The GRC functions at brand level are responsible for implementing the compliance management and risk management systems at each brand. Each brand maintains a GRC organization, i.e., employees fully assigned to the GRC function. This organization is supported by a network of employees in the brands’ subsidiaries, who are responsible for certain GRC activities, in particular risk reports, internal control systems, and compliance.

For a detailed description of TRATON’s risk management system as well as its risk and opportunity position, refer to the Report on opportunities and risks contained in the Combined Management Report.

The TRATON GROUP GRC functions’ (including the GRC functions within the brands) main duties include:

• Supporting a risk management process that makes the Group’s key business risks transparent and ensures a clear line of responsibility for risks and for implementing risk-reducing measures
• Providing a system for monitoring the effectiveness of internal controls and for taking the appropriate remedial action where necessary
• Providing and continuously improving a compliance program covering anti-corruption activities, antitrust law, the prevention of money laundering, and respect for human rights, based on a comprehensive compliance-related risk assessment
• Coordinating policy management throughout the TRATON GROUP
• Developing policies for relevant GRC issues, such as how to manage gifts, hospitality, and invitations to events, how to manage conflicts of interest, preventing money laundering and terrorist financing, and implementing internal investigations
• Tool-based integrity checks for business partners. This relates primarily, albeit not exclusively, to business partners with sales support functions.
• Providing various training courses to foster awareness and knowledge of GRC-relevant topics
• A range of different communication activities to strengthen compliance and integrity in accordance with each of the codes of conduct of the TRATON GROUP and the individual brands
• Providing compliance-related advice to all employees at central and local levels (Compliance Helpdesk)
• Providing a whistleblower system, including examining and investigating the tip-offs received, so that any violations are identified, clarified, and remedied internally at an early stage. Potential violations include violations that cause reputational damage or have financial consequences, or violations of corporate values and human rights. An investigation is launched after a careful examination of the tip-off and if there are concrete indications of a violation. Matters are investigated accordingly and, if necessary, appropriate measures are taken to mitigate or eliminate violations and/or risks.

Further explanations about selected GRC activities, especially in respect of human rights, are contained in the Sustainability chapter.

Transparency and communication

The https://ir.traton.com/en/ page provides shareholders with access to the company’s Articles of Association, consolidated financial statements for the TRATON GROUP, the financial calendar with all the relevant dates, and information about upcoming events.

TRATON SE’s ad hoc releases can also be accessed on TRATON SE’s website at https://ir.traton.com/en/financial-news/ immediately after they have been published in compliance with the law.

Notifications of voting rights pursuant to section 33ff. of the Wertpapierhandelsgesetz (WpHG⁠ ⁠—⁠ ⁠German Securities Trading Act) can be found on the same page, and disclosures of managers’ transactions in accordance with Article 19 of the European Market Abuse Directive at https://ir.traton.com/en/corporate-governance. Information on the Executive Board and Supervisory Board of TRATON SE is available on the company’s website at https://traton.com/en/company.

The above-mentioned information and documents are available in both German and English.

Financial reporting

The year-end consolidated financial statements of the TRATON GROUP are prepared by the Executive Board on the basis of the International Financial Reporting Standards (IFRSs), while the single-entity financial statements of TRATON SE are prepared in accordance with German GAAP. The Executive Board discusses the half-year financial report with the Audit Committee prior to its publication.

The publication deadlines set out in recommendation F.2 of the Code are complied with.

Other corporate governance practices

TRATON has a Code of Conduct, which is the mandatory guideline on acting with integrity at TRATON and applies equally to all employees⁠ ⁠—⁠ ⁠from the Executive Board and managers down to each individual employee. The Code of Conduct focuses on integrity and the responsibility that each individual has⁠ ⁠—⁠ ⁠responsibility as a member of society, as a business partner, and in the workplace. With the aid of practical examples, it also explains how each individual can live up to this responsibility and behave with integrity, especially in conflict situations.

Furthermore, TRATON also expects its suppliers and business partners as well as their employees to act responsibly, comply with applicable laws everywhere and at all times, and respect core ethical values. TRATON has therefore issued its own Code of Conduct for Suppliers and Business Partners, which details minimum ethical standards to be met by TRATON’s suppliers and business partners.

The Code of Conduct as well as the Code of Conduct for Suppliers and Business Partners are available at https://traton.com/en/governance-risk-compliance/compliance-integrity-program.html.

Sustainability is an integral component of TRATON’s strategy and is a firmly established concept within the TRATON GROUP brands. For our Group and our brands, sustainability means understanding and proactively addressing global challenges and recognizing the opportunities and risks of sustainable development. TRATON takes the expectations of our customers, of politicians, and of society on board and provides specific answers to the various challenges posed by sustainable mobility. Wherever we operate in the world, our goal is to uphold high standards and work with companies that are leaders in sustainability.

For more information on sustainability, refer to the company’s website at https://traton.com/en/sustainability.html.

Target for proportion of women

The Executive Board has defined the following targets for the proportion of women in the two management levels of TRATON SE in Germany below the Executive Board for the period from January 1, 2024, to December 31, 2028:

• 30% for females in the first management level of TRATON SE in Germany below the Executive Board
• 30% for females in the second management level of TRATON SE in Germany below the Executive Board 

As of December 31, 2025, this target for the proportion of women at the first management level below the Executive Board had been exceeded at 39%. At 28%, the target for the percentage of women in the second management level below the Executive Board set for December 31, 2028, had not yet been reached. The initiatives to promote diversity in management remain a high priority. We are therefore confident that we will be able to achieve the targets set for the proportion of women at both management levels below the Executive Board by December 31, 2028.

For the corresponding disclosures by TRATON SE subsidiaries, which are required by law to set target percentages, refer to the MAN Truck & Bus SE website (https://www.man.eu/corporate/en/about-man/management/management.html).

2. Members of the Executive Board and their appointments

Christian Levin

Lidingö, Sweden, born in 1967

Chairman of the Executive Board and Chief Executive Officer of TRATON SE
President and Chief Executive Officer Scania AB/Scania CV AB

________________________________________________

Mathias Carlbaum

Hinsdale, USA, born in 1972

Member of the Executive Board of TRATON SE
Chief Executive Officer and President of Navistar International Corporations/International Motors, LLC

________________________________________________

Antonio Roberto Cortes

São Paulo-Indianópolis, Brazil, born in 1955

Member of the Executive Board of TRATON SE
Chief Executive Officer of Volkswagen Truck & Bus

________________________________________________

Dr. Michael Jackstein

Braunschweig, born in 1977

Member of the Executive Board of TRATON SE, responsible for Finance, Business Development, and Human Resources

________________________________________________

Niklas Klingenberg

Bromma, Sweden, born in 1975

Member of the Executive Board of TRATON SE, responsible for Group Research & Development
Managing Director and Head of Group R&D of TRATON AB

________________________________________________

Catharina Modahl Nilsson

Stockholm, Sweden, born in 1963

Member of the Executive Board of TRATON SE, responsible for Group Product Management

________________________________________________

Alexander Vlaskamp

Munich, born in 1971

Member of the Executive Board of TRATON SE
Chief Executive Officer of MAN Truck & Bus SE

________________________________________________

As of December 31, 2025, unless otherwise stated

1 Membership of statutory German supervisory boards
2 Membership of statutory German supervisory boards, Volkswagen AG Group appointments
3 Membership of comparable German or foreign governing bodies
4 Membership of comparable German or foreign governing bodies, Volkswagen AG Group appointments

3. Members of the Supervisory Board and their appointments

Hans Dieter Pötsch

Wolfsburg, born in 1951

Chairman of the Executive Board of Porsche Automobil Holding SE
Chairman of the Supervisory Board of Volkswagen AG
Chairman of the Supervisory Board

________________________________________________

Jürgen Kerner*

Munich, born in 1969

Second Chair of IG Metall

________________________________________________

Ödgärd Andersson

Gothenburg, Sweden, born in 1972

Chairwoman of the Executive Board of Zenseact AB, Sweden

________________________________________________

Dr. Arno Antlitz (since September 26, 2025)

Braunschweig, born in 1970

Member of the Board of Management of Volkswagen AG (Finance and Operations)

________________________________________________

Torsten Bechstädt*

Helmstedt, born in 1973

Head of Supervisory Board matters of the Chair of the Group Works Council of Volkswagen AG

________________________________________________

Mari Carlquist*

Södertälje, Sweden, born in 1969

Representative of PTK (Privattjänstemannakartellen, Confederation of Labor Unions in Sweden) at Scania

________________________________________________

Daniela Cavallo*

Wolfsburg, born in 1975

Chairwoman of the General and Group Works Councils of Volkswagen AG

________________________________________________

Dr. Manfred Döss

Wolfsburg, born in 1958

Member of the Executive Board of Porsche Automobil Holding SE (Legal Affairs and Compliance)
Member of the Board of Management of Volkswagen AG (Integrity and Legal Affairs)

________________________________________________

Dirk Fuhrig (since January 1, 2026)

Arnsberg, born in 1970

Chair of the Central Works Council of MAN Truck & Bus Deutschland GmbH

________________________________________________

Gunnar Kilian (until July 16, 2025)

Lehre, born in 1975

Member of the Board of Management of Volkswagen AG (HR and Trucks)

________________________________________________

Dr. Albert X. Kirchmann

Lindau, Bodolz, born in 1956

Independent industrial consultant

________________________________________________

Dr. Julia Kuhn-Piëch

Salzburg, Austria, born in 1981

Real estate manager

________________________________________________

Lisa Lorentzon* (until June 30, 2025)

Huddinge, Sweden, born in 1982

Chair of the Labor Unions for Graduate Employees at Scania

________________________________________________

Bo Luthin*

Södertälje, Sweden, born in 1967

Head of Occupational Health and Safety at Scania Södertälje and Coordinator for IF Metall (labor union in Sweden)

________________________________________________

Michael Lyngsie*

Gnesta, Sweden, born in 1977

Chair of IF Metall (labor union in Sweden) at Scania

________________________________________________

Nina Macpherson

Stocksund, Sweden, born in 1958

Member of the Board of Directors of Scania AB and Scania CV AB

________________________________________________

Dr. Dr. Christian Porsche

Salzburg, Austria, born in 1974

Specialist in Neurology

________________________________________________

Dr. Wolf-Michael Schmid

Helmstedt, born in 1947

Businessman (Managing Director of the Schmid Group)

________________________________________________

Karina Schnur*

Reichertshofen, born in 1977

Chairwoman of the SE Works Council and Chairwoman of the Group Works Council of TRATON SE
Chairwoman of the SE Works Council and the General and Group Works Council of MAN Truck & Bus SE
Chairwoman of the Works Council of MAN Truck & Bus SE, Munich
Chairwoman of the General Works Council of TRATON R&D Germany GmbH

________________________________________________

Josef Sedlmaier* (until December 31, 2025)

Weichs, born in 1964

Chairman of the Works Council of TRATON SE

________________________________________________

Markus Wansch*

Schwabach, born in 1971

Deputy Chairman of the Group Works Council of TRATON SE and Chairman of the Works Council of MAN Truck & Bus SE, Nuremberg plant

________________________________________________

Christina Widén (since July 1, 2025)

Södertälje, Sweden, born in 1965

Chair of the Labor Unions for Graduate Employees at Scania and TRATON
Chairwoman of the Board of Directors of Scania Resultatsbonusstiftelse & TRATON Resultatsbonusstiftelse

________________________________________________

Frank Witter

Braunschweig, born in 1959

Former member of the Board of Management of Volkswagen AG
Member of the Supervisory Board

________________________________________________

* Elected by the workforce

As of December 31, 2025, unless stated otherwise, or date of joining or departure

1 Membership of statutory German supervisory boards
2 Membership of statutory German supervisory boards, Volkswagen AG Group appointments
3 Membership of comparable German or foreign governing bodies
4 Membership of comparable German or foreign governing bodies, Volkswagen AG Group appointments
5 Listed company

4. Takeover-related disclosures in accordance with sections 289a and 315a of the HGB

Composition of subscribed capital

The subscribed capital (share capital) of TRATON SE amounts to €500,000,000 and is composed of 500,000,000 no-par value bearer shares with a notional value of €1.00 each. All shares convey the same rights. Information on the composition of subscribed capital can be found in the corresponding sections on equity in the annual and consolidated financial statements.

Significant shareholdings in TRATON SE

The largest single shareholder of TRATON SE is Volkswagen International Luxemburg S.A., Strassen, Luxembourg, a Volkswagen Group company, which held 87.52% of the share capital as of the December 31, 2025, reporting date. Disclosures on indirect interests in the capital of TRATON SE that are over the threshold of 10% of voting rights attributed in accordance with sections 34f of the Wertpapierhandelsgesetz (WpHG⁠ ⁠—⁠ ⁠German Securities Trading Act) are explained in the overview below:

1 Direct shareholder of TRATON SE

TRATON SE has not been notified of, nor is it aware of, further existing direct or indirect interests in the capital of the company that exceed the relevant threshold of 10% or the relevant thresholds of the WpHG. Current notifications of voting rights can be downloaded at https://ir.traton.com/en/financial-news/. The free float was 12.48% as of the December 31, 2025, reporting date.

Restrictions on voting rights

Each TRATON SE share conveys one vote at the Annual General Meeting and is relevant for determining the shareholders’ interest in the earnings of the company. This does not apply to treasury shares held by the company, which do not convey any rights for the company. In cases of section 136 of the Aktiengesetz (AktG⁠ ⁠—⁠ ⁠German Stock Corporation Act), voting rights from the affected shares are excluded by law.

Statutory provisions and provisions of the Articles of Association governing the appointment and dismissal of the Executive Board and amendments to the Articles of Association

The appointment and dismissal of members of the company’s Executive Board is governed by Articles 39 (2) and 46 of the SE Regulation in conjunction with sections 84 and 85 of the AktG and Article 8 of the company’s Articles of Association. These state that the Executive Board must consist of at least two persons. In other respects, the Supervisory Board determines the number of members of the Executive Board. The members of the Executive Board are appointed for a period of up to five years. If the Executive Board consists of more than three persons, it must include at least one woman and at least one man (section 16 (2) of the SE-Ausführungsgesetz (SEAG⁠ ⁠—⁠ ⁠German SE Implementation Act). Members of the Executive Board may be reappointed. The Supervisory Board is entitled to revoke the appointment of a member of the Executive Board for cause (Article 39 (2) of the SE Regulation, section 84 of the AktG).

Amendments to the company’s Articles of Association are resolved by the Annual General Meeting and are governed by Article 59 of the SE Regulation, section 51 of the SEAG, sections 179ff. of the AktG, and the Articles of Association. Unless otherwise required by law, amendments to the Articles of Association require a majority of two-thirds of the valid votes cast or, if at least half of the share capital is represented, a simple majority of the valid votes cast (Article 59(1), (2) of the SE Regulation in conjunction with section 51 of the SEAG, Article 21 (1) of the Articles of Association). If the law prescribes a capital majority in addition to a majority of votes for resolutions of the Annual General Meeting, a simple majority of the share capital represented at the time the resolution is adopted is sufficient, to the extent permitted by law. The majority requirement set out in section 103 (1) sentence 2 of the AktG remains unaffected.

In accordance with Article 13 (4) of the company’s Articles of Association, the Supervisory Board may pass resolutions to amend the Articles of Association that alter only its wording. Additionally, in accordance with Article 5 (3) of the company’s Articles of Association, the Supervisory Board is authorized to amend the wording of Article 5 of the Articles of Association following the complete or partial implementation of the capital increase from Authorized Capital 2023 or after the expiration of the authorization period, in line with the scope of the capital increase.

Powers of the Executive Board, in particular to issue new shares and repurchase shares

The powers of the Executive Board are governed by Article 39 of the SE Regulation in conjunction with sections 77ff. of the AktG and Article 9 of the Articles of Association of the company. These provisions require the Executive Board to manage the company independently and to represent the company both in court and otherwise.

In accordance with Article 5 (3) of the Articles of Association, the Executive Board is authorized to increase the company’s share capital on one or several occasions by a total of up to €200,000,000 by issuing up to 200,000,000 no-par value bearer shares on a cash and/or noncash basis on or before May 31, 2028, subject to the Supervisory Board’s approval (Authorized Capital 2023). The dividend entitlement of new shares can be determined contrary to the provisions of section 60 (2) of the AktG. Shareholders must be granted preemptive rights unless the Executive Board makes use of one of the following authorizations to disapply preemptive rights, with the consent of the Supervisory Board. The new shares may also be underwritten by a credit institution or an entity operating pursuant to section 53 (1) sentence 1 of the Kreditwesengesetz (KWG⁠ ⁠—⁠ ⁠German Banking Act) or section 53b (1) sentence 1 or (7) of the KWG (financial institution) to be designated by the Executive Board, or by a consortium of such credit or financial institutions, with the obligation to offer them for sale to shareholders of the company. The Executive Board is authorized, with the consent of the Supervisory Board, to disapply shareholders’ preemptive rights in the following cases:

1. To settle fractions resulting from a capital increase
2. To the extent necessary to grant holders or creditors of convertible loan agreements or bonds with warrants, as well as convertible profit participation rights, issued by the company and/or its direct or indirect majority investees a preemptive right to new shares in the amount to which they would be entitled following the exercise of their options or conversion rights or after meeting their exercise of option or conversion obligations
3. If the new shares are issued against cash contributions and the issue price of the new shares is not materially lower than the quoted market price of existing listed shares of the company at the date when the issue price is finally determined, which should be as close as possible to the placement of the shares. However, this authorization to disapply preemptive rights applies only to the extent that the notional amount of the share capital attributable to the shares issued with preemptive rights disapplied in accordance with section 186 (3) sentence 4 of the AktG does not exceed a total of 10% of the share capital, meaning neither the share capital existing when this authorization takes effect, nor the share capital existing at the date when this authorization is exercised. Shares that (i) are sold or issued, with preemptive rights disapplied, during the term of this authorization up to the date of its exercise on the basis of other authorizations in direct application, or application with the necessary modifications, of section 186 (3) sentence 4 of the AktG, or (ii) shares that were issued or will be issued, with preemptive rights disapplied, to settle bonds or profit participation rights with conversion or exercise rights or obligations will be counted toward this limit, to the extent that the bonds or profit participation rights were issued during the term of this authorization up to the date of its exercise, in application, with the necessary modifications, of section 186 (3) sentence 4 of the AktG.
4. To the extent that the capital increase is implemented to grant shares against noncash contributions, in particular for the purposes of acquiring companies, parts of companies, or investments in companies, or other assets

The Executive Board is also authorized to define further details of the capital increase and its implementation, with the consent of the Supervisory Board. The Supervisory Board is authorized to amend the wording of Article 5 of the Articles of Association following the complete or partial implementation of the capital increase from Authorized Capital 2023 or after the expiration of the authorization period, in line with the scope of the capital increase.

Additionally, under Article 5 (4) of the company’s Articles of Association, the company’s share capital may also be increased by up to €50,000,000 on a contingent basis through the issue of up to 50,000,000 bearer shares (no-par value shares) (Contingent Capital 2023). The sole purpose of Contingent Capital 2023 is to issue new shares to the holders/creditors of bonds which are issued by the company or by other companies in which the company directly or indirectly holds a majority interest up to May 31, 2028, in accordance with a resolution passed by the shareholders under item 10.2 of the agenda for the meeting of June 1, 2023, in the event that conversion and/or option rights are exercised or conversion or option exercise obligations are settled or the company makes use of its right to grant shares in the company, either in full or in part, in lieu of payment of the respective cash amount. The shares are issued at the conversion or option price to be determined in accordance with the aforementioned resolution. The contingent capital increase will only be implemented to the extent that conversion rights or options are exercised or conversion or option exercise obligations are settled, or the company exercises its right to grant shares of the company, either in full or in part, in lieu of payment of the cash amount due, and to the extent that other instruments are not used to settle the conversion rights or options.

The new shares carry dividend rights from the beginning of the fiscal year in which they are issued. To the extent permitted by law, the Executive Board may, with the consent of the Supervisory Board, determine the dividend rights in derogation of the above and of section 60 (2) of the AktG, including for a fiscal year that has already closed. The Executive Board is authorized to define further details of the implementation of the contingent capital increase, with the consent of the Supervisory Board.

In addition, by virtue of the resolution of the Annual General Meeting on June 1, 2023, the Executive Board may, in the period up to May 31, 2028, acquire treasury shares up to a total of 10% of the share capital existing at the time of the resolution or, if this value is lower, of the share capital existing at the time this authorization is exercised. The acquired shares, together with other treasury shares held by TRATON SE or attributable to it in accordance with sections 71a ff. of the AktG, may at no time account for more than 10% of the share capital. The treasury shares acquired on the basis of the authorization resolved by the Annual General Meeting on June 1, 2023, or an earlier authorization may be used for any permissible purpose, in particular the purposes specified in the authorization of the Annual General Meeting, with the approval of the Supervisory Board and with preemptive rights disapplied. In addition, treasury shares may be acquired through the use of derivatives in the period up to May 31, 2028, on the basis of the further authorization resolved at the Annual General Meeting on June 1, 2023. Acquisitions of shares using derivatives are limited to a maximum of 5% of the share capital existing at the time of the resolution by the Annual General Meeting or, if this value is lower, at the time the authorization is exercised. The acquired shares also count toward the aforementioned 10% limit of the authorization to acquire treasury shares resolved by the Annual General Meeting. For the relevant details of the authorization to acquire treasury shares, please refer to the resolutions proposed by the Executive Board and Supervisory Board on agenda items 11 and 12 of our Annual General Meeting on June 1, 2023, that were published in the Bundesanzeiger (the Federal Gazette) on April 17, 2023.

Material agreements of TRATON SE that are subject to a change of control as a result of a takeover bid

As of December 31, 2025, TRATON SE had taken out bilateral loan agreements in the amount of €1.75 billion. The agreements grant the lenders in question the right to terminate the contract in line with standard market practice in the event of a change of control. A change of control is considered to have occurred if Volkswagen AG no longer holds more than 50% of the shares or voting rights in TRATON SE, either directly or indirectly. A syndicated multi-currency revolving credit facility agreement with a banking consortium with a credit line of €4.5 billion and Schuldscheindarlehen agreements with a total volume of €350 million are also in place. Both of these grant the lenders the right to terminate the agreements in the event that Volkswagen AG ceases to be a controlling company of TRATON SE within the meaning of section 17 of the Aktiengesetz (AktG⁠ ⁠—⁠ ⁠German Stock Corporation Act). In addition, a bilateral loan agreement with the European Investment Bank (EIB) in the amount of €500 million to finance the TRATON Modular System (TMS) has been in place since December 2025. In the event that Volkswagen AG is no longer the controlling company of TRATON SE within the meaning of section 17 of the AktG, the agreement provides for a termination right for the lender.

Under the EMTN program, TRATON Finance Luxembourg S.A. has issued bonds in various currencies, including euro, Swedish kronor, sterling, and Swiss francs, since 2021. As of December 31, 2025, the volume of bonds outstanding under the EMTN program totaled a nominal amount equivalent to approximately €11.6 billion. All bonds are guaranteed by TRATON SE. In the event of a change of control (defined as obtaining any form of direct or indirect legal or beneficial ownership or any form of direct or indirect legal or beneficial power of disposition (as described in section 34 of the Wertpapierhandelsgesetz (WpHG⁠ ⁠—⁠ ⁠German Securities Trading Act) for a total of more than 50% of the shares of TRATON SE that carry voting rights) and the subsequent deterioration of TRATON SE’s credit rating within 120 days of the change of control taking effect, creditors of the bonds outstanding under the EMTN program have the right to demand that TRATON Finance Luxembourg S.A. buy them back. More detailed information on the bonds and their terms can be found on the company’s website at https://ir.traton.com/en/bonds/.

There has also been an AMTN program in place since 2025 under which TRATON Finance Luxembourg S.A. can issue bonds in the amount of AUD 5.0 billion. The terms of the bonds state that all bonds would be guaranteed by TRATON SE. In the event that bonds are issued, it cannot be ruled out that change-of-control arrangements will also be agreed. More detailed information on the bonds and their terms can be found on the company’s website at https://ir.traton.com/en/bonds/. No bonds had been issued under the AMTN program as of December 31, 2025.

In addition, there is a revolving credit facility agreement, among others, in the overall amount of €4.0 billion in place with Volkswagen AG. Although the agreement does not contain a contractual provision for the event of a change of control over TRATON SE, Volkswagen AG is authorized to terminate the revolving credit facility agreement at any time and without cause. In the event that Volkswagen AG ceases to be a direct or indirect controlling company of TRATON SE, it cannot be ruled out that Volkswagen AG exercises this termination right. In addition, there are other agreements, in particular guarantee lines with financial institutions under which it can be assumed, even without contractual provisions, that the relevant contracting parties could effectively terminate the agreement in question and/or require additional collateral in the event of a change of control.

Other takeover-related disclosures, in particular compensation agreements of the company

Employees who hold shares in TRATON SE exercise the rights associated with these shares in the same way as other shareholders in accordance with the statutory provisions and the provisions of the Articles of Association. The company has not entered into any compensation agreements with members of the Executive Board or employees in the event of a takeover bid.