Report of the Supervisory Board¹

Dear shareholders,

In fiscal year 2025, the Supervisory Board closely followed the development of the TRATON GROUP and worked with the Executive Board on key issues. During the reporting period, the Supervisory Board performed all of its duties and obligations in accordance with the law, the Articles of Association, and the Rules of Procedure. On the basis of written and oral reports from the Executive Board, we regularly and comprehensively reviewed the position and development of the Group, and monitored and advised the Executive Board in its management of the Group. We were involved in an advisory capacity in all matters and decisions of major importance for the TRATON GROUP and discussed them with the Executive Board. We also regularly discussed strategic matters with the Executive Board.

The Executive Board provided us with regular, timely, and comprehensive information on all matters relevant to the TRATON GROUP, in particular on business development, including the impact of geopolitical and economic developments on the TRATON GROUP, developments in China, the progress and implementation of the Group R&D carve-out project, the development of the TRATON Modular System (TMS), and relevant business events, corporate planning, and discrepancies between actual business performance and planning, along with their causes. The Executive Board also reported to the Supervisory Board on the TRATON GROUP’s strategy and the implementation status of strategic projects, the TRATON GROUP’s risk position and risk management, as well as compliance issues. In preparation for the meetings and resolutions, the Supervisory Board members were provided with the relevant documents and information in advance. We also received a detailed report on the current business situation from the Executive Board on defined dates. The Supervisory Board also met regularly without the Executive Board.

In addition, regular discussions took place outside of Supervisory Board meetings between the Chairman of the Supervisory Board and the Chairman of the Executive Board, as well as other members of the Executive Board, during which issues and topics relevant to the company were addressed, such as business development, planning, strategic projects, and matters relating to the risk position, risk management, and compliance. This ensured that the Supervisory Board was informed at all times about the intended business policy, corporate planning, including financial, investment, and HR planning, the company’s profitability and the course of business, as well as the situation of the company and the Group. Where decisions or measures required the approval of the Supervisory Board, the Supervisory Board approved them after careful review, in some cases following preparation by the committees.

The Supervisory Board held seven meetings in fiscal year 2025. Five of these meetings were in-person, two were video meetings. In addition, the Supervisory Board attended a strategy day in Södertälje, Sweden, where it received extensive information on the topic of software-defined vehicles and gained an insight into the latest developments and cooperation within the Group. We adopted resolutions on specific, especially urgent matters in writing. The attendance rate of members at Supervisory Board meetings (calculated for all meetings in the fiscal year and for all Supervisory Board members in office) was 94.96% in fiscal year 2025. The individualized attendance of the members of the Supervisory Board at the meetings of the Supervisory Board and its committees is shown in the following overview:

1 Supervisory Board member since September 26, 2025

2 Supervisory Board member and member of the Presiding Committee and the Nomination Committee until July 16, 2025

3 Supervisory Board member and member of the Audit Committee until June 30, 2025

4 Supervisory Board member until December 31, 2025

5 Supervisory Board member since July 1, 2025, and member of the Audit Committee since September 22, 2025

Committee activities

To discharge its duties, the Supervisory Board has formed the Presiding Committee and the Audit Committee, on each of which shareholders and employees are represented equally with three representatives each. The Nomination Committee, which consists solely of shareholder representatives, was also formed. The main role of the committees is to prepare Supervisory Board resolutions. In some cases, the Supervisory Board’s decision-making powers or tasks are transferred to committees. The task of the Nomination Committee is to identify suitable candidates for Supervisory Board positions and to propose suitable persons to the Supervisory Board for its proposals for election to be submitted to the Annual General Meeting. It takes account of the targets defined by the Supervisory Board for its composition and the diversity concept applied to the composition of the Supervisory Board. In addition, care is taken to ensure that the skills and expertise profile for the entire body is met. In this function, the shareholder representatives on the Presiding Committee form the Nomination Committee.

Mr. Frank Witter was Chairman of the Audit Committee. I chaired the Presiding Committee in my capacity as Chairman of the Supervisory Board. At the Supervisory Board meetings, the Chairman of the Audit Committee and I provided regular reports on the work of the committees. The composition of the committees in fiscal year 2025 can be found in the Corporate Governance Statement.

The Presiding Committee of the Supervisory Board held six meetings in the year under review. Two of these meetings were held in person and four were held as video conferences. At its meetings, the Presiding Committee carefully prepared the resolutions of the Supervisory Board and submitted recommendations for resolutions to the Supervisory Board. The focus of Executive Board and personnel matters was on the ESG-related performance evaluation of the Executive Board, the renewal of the Executive Board appointments of Dr. Jackstein and Catharina Modahl Nilsson, long-term succession planning for the Executive Board, and the appointment of Karl Bernqvist as a member of the Executive Board of MAN Truck & Bus SE for Procurement and as Chief Purchasing Officer of TRATON SE as of November 1, 2025. Other key areas of focus for the Presiding Committee included the planning round, which covers the pillars of medium- and long-term financial planning and the associated investment program, as well as further progress in the realignment of the Group’s Research and Development division, and the Australian Medium-Term Note program (AMTN program).

The Nomination Committee did not meet in the year under review.

The Audit Committee held a total of four meetings in the year under review. All four meetings were held as video conferences. The Audit Committee dealt in detail with financial reporting, the 2024 Annual Financial Statements and Consolidated Financial Statements of TRATON SE, and the audit reports submitted by the auditor, EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft (EY). It also addressed the requirements of the Corporate Social Responsibility Directive, the export control requirements applicable to the Group, and the corresponding internal organization.

The committee discussed the quarterly reports and the half-year financial report with the Executive Board prior to their publication. EY reviewed the TRATON GROUP’s Half-Year Financial Report for the period ended June 30, 2025. The review did not lead to any objections. The committee discussed the findings of the review with the auditors in detail.

The Audit Committee additionally discussed the engagement of the auditor to audit the 2025 Annual Financial Statements (including the areas of emphasis of the 2025 audit). In addition, the committee regularly addressed the business performance in the TRATON GROUP, the internal control system, risk management and the risk management system, and the TRATON GROUP’s impending and pending litigation, among other things. The Audit Committee also addressed compliance and internal audit issues, such as an assessment of geopolitical procurement principles from a risk management perspective, as well as the TRATON GROUP’s internal audit system, the audit plans for the TRATON GROUP’s Internal Audit function, as well as the implementation status. The head of Group Audit of the TRATON GROUP and the Chief Compliance Officer of the TRATON GROUP reported to the committee in person on a regular basis. Regular reports were also provided on progress in sustainability reporting and export control. The Audit Committee regularly consulted with the auditors without the Executive Board.

The members of the Supervisory Board are responsible for obtaining the education and training necessary for them to perform their duties, for example with regard to changes in the legal environment. In addition, they are supported by the company (e.g., through training measures). In addition, topics relating to the Group are regularly discussed in depth at Supervisory Board meetings. On the one hand, this related to the BEV strategy together with the battery and cell strategy. On the other, further regulatory developments and requirements regarding sustainability reporting, more in-depth information on software and software-defined vehicles, and anti-corruption issues in the context of sustainability reporting were relevant topics. In addition, the Supervisory Board received several hours of training on the topic of cybersecurity, with a focus on its duties as a supervisory body. New Supervisory Board members are additionally given the opportunity to receive in-depth training on specific topics relating to the Supervisory Board of TRATON SE as part of their onboarding process. This regularly includes information on key legal frameworks and corporate governance issues that are relevant to the performance of their duties.

Issues addressed by the Supervisory Board

Topics discussed regularly by the Supervisory Board included trends with respect to orders, sales revenue, earnings, and employment within the TRATON GROUP, in particular the impacts of the geopolitical and economic environment on the TRATON GROUP. We also regularly addressed key strategic matters and projects, as well as programs for the future at subsidiaries of TRATON SE. In general, the shareholder and employee representatives met for separate preliminary discussions before each of the Supervisory Board meetings.

The following additional information relates to the Supervisory Board meetings held in 2025:

Supervisory Board meeting on February 11, 2025

At our meeting, we discussed the planned strategic partnership in the field of software-defined vehicles with US company Applied Intuition and approved a corresponding cooperation agreement between TRATON SE and Applied Intuition, Inc.

Supervisory Board meeting on March 3, 2025

At this meeting, following detailed examination and discussion, we approved the Annual Financial Statements for TRATON SE and the Consolidated Financial Statements with the Combined Management Report, including the Nonfinancial Group Statement, for TRATON SE and the TRATON GROUP for fiscal year 2024 prepared by the Executive Board. The Supervisory Board also prepared the remuneration report for fiscal year 2024. In addition, the Supervisory Board examined the report on relationships with affiliated companies (Dependent Company Report). On completion of our examination, we raised no objections to the Dependent Company Report. Additionally, the Supervisory Board resolved to issue the audit engagement letter for the 2025 Annual and Consolidated Financial Statements and to engage the auditors to review the TRATON GROUP’s Half-Year Financial Report for the period ended June 30, 2025, and the remuneration report for fiscal year 2025. Other items on the agenda included setting targets for Executive Board compensation, reviewing the appropriateness of Executive Board remuneration, and the corporate governance statement with the Executive Board’s diversity concept and the independence of Supervisory Board members. We also discussed the agenda for the 2025 Annual General Meeting and approved the Supervisory Board’s proposed resolutions for the 2025 Annual General Meeting. In addition, the Executive Board provided an update on the BEV strategy, which we discussed with the Executive Board.

Supervisory Board meeting on April 25, 2025

During our meeting, the developments of the TRATON Modular System (TMS) were presented to us and discussed.

Supervisory Board meeting on May 12, 2025

At this meeting, regarding Executive Board and Supervisory Board matters, we discussed and decided on the appointment of Mats Gunnarson as the new CEO of TRATON Financial Services AB and approved the replacement of the Member of the Executive Board responsible for Production and Logistics at VWTB. We also received information about the launch of an Australian Medium-Term Note Program (AMTN program) for TRATON SE. We also received a comprehensive project update on the Group R&D carve-out project and re-examined the TMS and the progress of the project.

Supervisory Board meeting on September 22, 2025

At our meeting, regarding Executive Board and Supervisory Board matters, we discussed and decided on the Social subtarget as a criterion for the variable remuneration of the Executive Board for fiscal year 2026. In addition, Christina Widén was elected as a new member of the Audit Committee, and the appointment of Karl Bernqvist as the new Executive Board member for Procurement at MAN Truck & Bus SE and Chief Procurement Officer at TRATON SE was approved, among other things. We also received an update on the progress of the TMS project and discussed the annual planning round and the investment program. Other focus areas included reporting on developments in the China business case and on the topic of battery strategy.

Supervisory Board meeting on November 21, 2025

At this meeting, among other things, we discussed and decided on the renewal of the appointments of Dr. Michael Jackstein and of Catharina Modahl Nilsson as members of the Executive Board of the TRATON GROUP and discussed and resolved the allocation of working hours for individual members of the Executive Board for activities in subsidiaries. In addition, the annual planning round and investment program were again presented and discussed. We also adopted the Declaration of Conformity with the German Corporate Governance Code and took note of and approved the Executive Board’s decision with regard to the execution of the 2026 Annual General Meeting. We then received an update on the status of the EU truck cases relating to MAN Truck & Bus SE and Scania CV AB. Finally, we evaluated and discussed the results of the Supervisory Board’s self-assessment.

Supervisory Board meeting on December 19, 2025

At our meeting, we once again discussed the planning round and the investment program in detail and adopted them by means of a corresponding resolution.

Resolutions adopted in writing

In addition to the topics referred to above, we approved a secondary activity for Ms. Modahl Nilsson, among other things, by means of resolutions adopted in writing. In addition, a resolution was adopted to launch an Australian medium-term note program for TRATON SE, and the appointment of Gabriel Duarte-Urrutia as the new member of the Executive Management of International Motors LLC. responsible for HR was approved.

Conflicts of interest

No conflicts of interest involving members of the Supervisory Board within the meaning of recommendation E.1 of the German Corporate Governance Code were reported in the year under review.

Corporate Governance and Declaration of Conformity

Implementation of the GCGC recommendations and suggestions was on the agenda of the Supervisory Board meeting on November 21, 2025. We discussed the requirements in detail and, together with the Executive Board, issued the annual declaration on the GCGC recommendations in accordance with section 161 of the Aktiengesetz (AktG⁠ ⁠—⁠ ⁠German Stock Corporation Act). The declarations are permanently available on TRATON SE’s website at https://ir.traton.com/en/corporate-governance. The departures from the recommendations of the German Corporate Governance Code are described in detail and substantiated in the Declarations of Compliance.

Further information on corporate governance at TRATON is available in the Supplemental Information on Fiscal Year 2025 section of this Annual Report under Corporate Governance.

Audit of the Annual and Consolidated Financial Statements and of the Dependent Company Report

The Annual General Meeting of TRATON SE elected EY as the auditor of the Annual Financial Statements and the Consolidated Financial Statements for fiscal year 2025 on May 14, 2025. The Supervisory Board issued the concrete audit engagement letter to EY in line with the Audit Committee’s recommendations and specified the areas of emphasis of the audit.

The auditor audited the 2025 Annual Financial Statements of TRATON SE and TRATON’s 2025 Consolidated Financial Statements, together with the Combined Management Report, and in each case issued unqualified auditor reports. In addition, the auditor audited the remuneration report for fiscal year 2025 prepared jointly by the Executive Board and the Supervisory Board in accordance with section 162 of the Aktiengesetz (AktG⁠ ⁠—⁠ ⁠German Stock Corporation Act).

In addition, the auditor assessed the internal control system and the risk management system and concluded that the Executive Board had taken the measures required by section 91 (2) of the AktG to identify at an early stage any risks that could endanger the Group’s continued existence.

The Executive Board of TRATON SE prepared a report on relationships with affiliated companies (Dependent Company Report) in accordance with section 312 of the AktG for fiscal year 2025. The auditor audited the Dependent Company Report and issued the following opinion:

“Based on our audit performed in accordance with professional standards and our professional judgment, we confirm that:

1. The factual statements contained in the report are correct.
2. The consideration paid by the company for the legal transactions stated in the report was not excessive or any disadvantages were offset.
3. There are no circumstances that would support a materially different assessment of the actions or omissions stated in the report from that of the Executive Board.”

The Supervisory Board concurred with the result of the audit of the Dependent Company Report by the auditor.

The above-mentioned annual financial statements, including the dependent company report, the audit reports, and the Executive Board’s proposal for the appropriation of net profit, were made available to the members of the Audit Committee and the Supervisory Board in good time before the meetings of these bodies dealing with the 2025 annual financial statements.

These documents were discussed in detail at the Audit Committee meeting on February 25, 2026, in the presence of the auditor. The auditors reported to the Audit Committee in detail on the key findings of their audits and were available to provide additional information.

Based on the audit reports by the auditor and its discussion with the auditor, as well as its own findings, the Audit Committee prepared the Supervisory Board’s examination of the Consolidated Financial Statements and the Annual Financial Statements of TRATON SE, as well as the Combined Management Report (including the Nonfinancial Group Statement) and the Dependent Company Report, and reported on them in the Supervisory Board meeting on February 25, 2026.

We examined these documents in depth in the knowledge of, and taking into account, the report by the Audit Committee and the auditor’s report, and in our discussions with them. We came to the conclusion that there were no objections to the Annual Financial Statements and Consolidated Financial Statements prepared by the Executive Board for fiscal year 2025, and that the assessments by the Executive Board of the position of the company and the Group presented in the Combined Management Report correspond to those of the Supervisory Board.

In the meetings on February 25, 2026, we concurred with the results of the audit by the auditor in line with the Audit Committee’s recommendation and our own examination and approved the Annual Financial Statements prepared by the Executive Board and the Consolidated Financial Statements. The Annual Financial Statements are thus adopted.

We examined the Executive Board’s proposal on the appropriation of net earnings after considering in particular the interests of the company and its shareholders and concurred with the proposal.

On completion of our examination, we raise no objections to the declaration by the Executive Board at the end of the Dependent Company Report.

Changes to the composition of the Supervisory Board and the Executive Board

Niklas Klingenberg has been a member of the Executive Board of TRATON SE since January 1, 2025, responsible for Group Research & Development. Effective the end of June 30, 2025, Lisa Lorentzon resigned from her position as employee representative on the Supervisory Board and thus also left the Audit Committee. Christina Widén succeeded her as a member of the Supervisory Board effective July 1, 2025, and was elected to the Audit Committee on September 22, 2025. On the shareholder side, Gunnar Kilian resigned from his position as a member of the Supervisory Board effective the end of July 16, 2025. As a result, Mr. Kilian also left the Presiding Committee and the Nomination Committee. Dr. Arno Antlitz was appointed as a member of the Supervisory Board by order of the Munich Local Court on September 16, 2025. In addition, Josef Sedlmaier resigned from his position as a member of the Supervisory Board effective the end of December 31, 2025. Dirk Fuhrig has been a member of the Supervisory Board since January 1, 2026, when he succeeded Mr. Sedlmaier. We would like to thank the outgoing members of the Supervisory Board for their cooperation and constructive support for TRATON SE over the past years.

We would like to thank the Executive Board, the Works Council, the management, all employees of TRATON SE, and the employees of its affiliated companies for their work in 2025, and extend our special appreciation to them. 2025 was another year that brought many challenges, some of them considerable, that had to be overcome. With their great personal dedication and high level of motivation, they all made a decisive contribution to the TRATON GROUP’s successful performance in fiscal year 2025.

Munich, February 25, 2026

On behalf of the Supervisory Board,

Hans Dieter Pötsch
Chairman of the Supervisory Board