FULLTEXT DEL 5 AV 6
Årsredovisning 2023
LIST OF SHAREHOLDINGS AS OF DECEMBER 31, 2023 Name and domicile of the company Currency Exchange rate (1 euro =) 12/31/2023 Equity interest (in %) Equity in thousands Local currency Result in thousands Local currency Footnote Year Scania Finance France S.A.S., Angers EUR 100.00 63,752 2,474 2022 Scania Finance Great Britain Ltd., London GBP 0.8691 100.00 138,725 22,776 2022 Scania Finance Hispania EFC S.A., San Fernando de Henares EUR 100.00 50,293 1,526 2022 Scania Finance Ireland Ltd., Dublin EUR 100.00 15,595 2,671 2022 Scania Finance Italy S.p.A., Milan EUR 100.00 68,255 7,461 2022 Scania Finance Korea Ltd., Chung-Ang KRW 1,440.7150 100.00 63,616,862 5,434,611 2022 Scania Finance Luxembourg S.A., Munsbach EUR 100.00 5,570 156 2022 Scania Finance Magyarország Zrt., Biatorbágy HUF 382.3900 100.00 3,176,575 181,030 2022 Scania Finance Maroc S.A., Casablanca MAD 10.9521 100.00 – – 4) 6) 2023 Scania Finance Mexico, S.A. de C.V. SOFOM, E.N.R., El Marqués MXN 18.7689 100.00 36,742 11,751 2022 Scania Finance Nederland B.V., Breda EUR 100.00 50,018 5,646 8) 2022 Scania Finance New Zealand Ltd., Auckland NZD 1.7529 100.00 5,967 328 2022 Scania Finance Polska Sp. z o.o., Nadarzyn PLN 4.3409 100.00 271,149 35,198 2022 Scania Finance Schweiz AG, Kloten CHF 0.9264 100.00 8,717 –45 2022 Scania Finance Slovak Republic s.r.o., Senec EUR 100.00 13,781 748 2022 Scania Finance Southern Africa (Pty) Ltd., Aeroton ZAR 20.4442 100.00 910,451 164,026 2022 Scania Financial Leasing (China) Co., Ltd., Shanghai CNY 7.8700 100.00 150,379 –6,102 2022 Scania Finans AB, Södertälje SEK 11.0874 100.00 2,461,402 705,457 2022 Scania France S.A.S., Angers EUR 100.00 96,343 51,771 2022 Scania Great Britain Ltd., Milton Keynes GBP 0.8691 100.00 169,627 108,030 2022 Scania Griffin Sales & Services AB, Södertälje SEK 11.0874 100.00 100 – 5) 2022 Scania Group (Thailand) Co., Ltd., Bangkok THB 37.9886 100.00 32,394 – 2022 Scania Growth Capital AB, Södertälje SEK 11.0874 90.10 399,925 15,145 2022 Scania Growth Capital II AB, Södertälje SEK 11.0874 90.10 280,269 244 4) 2022 Scania Hispania S.A., San Fernando de Henares EUR 100.00 33,608 25,404 11) 2022 Scania Holding France S.A.S., Angers EUR 100.00 109,173 50,224 2022 Scania Holding Inc., Columbus, Indiana USD 1.1077 100.00 632 –989 2022 Scania Hrvatska d.o.o., Lucko (Zagreb) EUR 100.00 7,414 1,954 2022 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 230 ===== SIDA 231 ===== LIST OF SHAREHOLDINGS AS OF DECEMBER 31, 2023 Name and domicile of the company Currency Exchange rate (1 euro =) 12/31/2023 Equity interest (in %) Equity in thousands Local currency Result in thousands Local currency Footnote Year Scania Hungaria Kft., Biatorbágy HUF 382.3900 100.00 4,826,678 3,524,821 2022 Scania Industrial Maintenance AB, Södertälje SEK 11.0874 100.00 27,277 4,183 2022 Scania Insurance Nederland B.V., Middelharnis EUR 100.00 – – 9) 2022 Scania Insurance Polska Sp. z o.o., Nadarzyn PLN 4.3409 100.00 3,788 3,704 2022 Scania Investimentos Imobiliários S.A., Vialonga EUR 100.00 693 –29 2022 Scania IT AB, Södertälje SEK 11.0874 100.00 117,162 – 2022 Scania IT France S.A.S., Angers EUR 100.00 298 207 2022 Scania IT Nederland B.V., Zwolle EUR 100.00 1,022 173 2022 Scania Japan Ltd., Tokyo JPY 156.7900 100.00 –433,436 75,173 2022 Scania Korea Group Ltd., Seoul KRW 1,440.7150 100.00 93,037,926 65,390,279 2022 Scania Latin America Ltda., São Bernardo do Campo BRL 5.3750 100.00 4,748,288 2,183,182 2022 Scania Latvia SIA, Riga EUR 100.00 13,347 4,416 2022 Scania Leasing BH d.o.o., Sarajevo BAM 1.9558 100.00 322 –461 4) 2022 Scania Leasing d.o.o., Ljubljana EUR 100.00 8,211 618 2022 Scania Leasing Ltd., Dublin EUR 100.00 0 – 5) 2022 Scania Leasing Österreich GmbH, Brunn am Gebirge EUR 100.00 15,814 1,866 2022 Scania Leasing RS d.o.o., Krnješevci RSD 117.1850 100.00 177,915 30,745 2022 Scania Lízing Kft., Biatorbágy HUF 382.3900 100.00 277,492 –134,300 2022 Scania Locacao Ltda., São Bernardo do Campo BRL 5.3750 100.00 471 –29 4) 2022 Scania Location S.A.S., Angers EUR 100.00 – – 2022 Scania Logistics Netherlands B.V., Zwolle EUR 100.00 6,011 2,093 2022 Scania Luxembourg S.A., Munsbach EUR 100.00 – 841 2019 Scania Makedonija d.o.o.e.l., Ilinden MKD 61.6200 100.00 16,088 4,084 2022 Scania Manufacturing (Thailand) Co., Ltd., Bangkok THB 37.9886 100.00 105,289 – 2022 Scania Maroc S.A., Casablanca MAD 10.9521 100.00 176,960 49,822 2022 Scania Middle East FZE, Dubai AED 4.0683 100.00 24,446 13,559 2022 Scania Milano S.p.A., Lainate EUR 100.00 9,396 2,041 2022 Scania Moçambique, S.A., Beira MZN 70.7650 100.00 –4,500 –7,109 2022 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 231 ===== SIDA 232 ===== LIST OF SHAREHOLDINGS AS OF DECEMBER 31, 2023 Name and domicile of the company Currency Exchange rate (1 euro =) 12/31/2023 Equity interest (in %) Equity in thousands Local currency Result in thousands Local currency Footnote Year Scania Namibia (Pty) Ltd., Windhoek NAD 20.5401 100.00 31,785 10,137 2022 Scania Nederland B.V., Breda EUR 100.00 74,888 29,871 2022 Scania New Zealand Ltd., Wellington NZD 1.7529 100.00 34,668 4,738 2022 Scania Omni AB, Södertälje SEK 11.0874 100.00 2,400 – 5) 2022 Scania Österreich Ges.m.b.H., Brunn am Gebirge EUR 100.00 42,653 23,435 2022 Scania Österreich Holding GmbH, Brunn am Gebirge EUR 100.00 18,579 –6 2022 Scania Overseas AB, Södertälje SEK 11.0874 100.00 71,635 4 2022 Scania Polska S.A., Nadarzyn PLN 4.3409 100.00 383,594 281,088 2022 Scania Portugal, Unipessoal Lda., Santa Iria de Azóia EUR 100.00 15,111 7,733 2022 Scania Production (China) Co., Ltd., Rugao CNY 7.8700 100.00 738,841 –63,454 2022 Scania Production Angers S.A.S., Angers EUR 100.00 29,656 4,363 2022 Scania Production Meppel B.V., Meppel EUR 100.00 28,680 3,162 2022 Scania Production Słupsk S.A., Słupsk PLN 4.3409 100.00 49,563 6,238 2022 Scania Production Zwolle B.V., Zwolle EUR 100.00 820 245 2022 Scania Properties Ltd., Milton Keynes GBP 0.8691 100.00 501 – 5) 2022 Scania Real Estate (UK) Ltd., Milton Keynes GBP 0.8691 100.00 9,067 1,011 2022 Scania Real Estate Belgium N.V., Neder-Over-Heembeek EUR 100.00 4,496 500 2022 Scania Real Estate Bulgaria EOOD, Sofia BGN 1.9559 100.00 167 201 2022 Scania Real Estate Czech Republic s.r.o., Prague CZK 24.7180 100.00 104,497 6,189 2022 Scania Real Estate Finland Oy, Helsinki EUR 100.00 18,370 51 2022 Scania Real Estate France S.A.S., Angers EUR 100.00 5,139 319 2022 Scania Real Estate Hispania S.L., San Fernando de Henares EUR 100.00 1,605 231 2022 Scania Real Estate Holding Luxembourg S.àr.l., Munsbach EUR 100.00 5,736 826 2022 Scania Real Estate Holding Oy, Helsinki EUR 100.00 5,574 80 2022 Scania Real Estate Hong Kong Ltd., Hong Kong HKD 8.6529 100.00 46 – 5) 2022 Scania Real Estate Hungaria Kft., Biatorbágy HUF 382.3900 100.00 956,591 55,890 2022 Scania Real Estate Kenya Ltd., Nairobi KES 173.9050 100.00 183,783 –11,579 2020 Scania Real Estate Lund AB, Södertälje SEK 11.0874 100.00 104 2 2022 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 232 ===== SIDA 233 ===== LIST OF SHAREHOLDINGS AS OF DECEMBER 31, 2023 Name and domicile of the company Currency Exchange rate (1 euro =) 12/31/2023 Equity interest (in %) Equity in thousands Local currency Result in thousands Local currency Footnote Year Scania Real Estate New Zealand Limited, Auckland NZD 1.7529 100.00 – – 4) 6) 2023 Scania Real Estate Österreich GmbH, Brunn am Gebirge EUR 100.00 8,937 1,160 2022 Scania Real Estate Polska Sp. z o.o., Nadarzyn PLN 4.3409 100.00 81,126 7,940 2022 Scania Real Estate Romania S.R.L., Ciorogârla RON 4.9759 100.00 8,625 1,106 2022 Scania Real Estate Schweiz AG, Kloten CHF 0.9264 100.00 3,463 1,902 2022 Scania Real Estate Services AB, Södertälje SEK 11.0874 100.00 1,183,432 249,736 2022 Scania Real Estate Slovakia s.r.o., Senec EUR 100.00 4,220 353 2022 Scania Real Estate The Netherlands B.V., Breda EUR 100.00 8,370 1,205 2022 Scania Rent Romania S.R.L., Ciorogârla RON 4.9759 100.00 21,508 7,522 2022 Scania Romania S.R.L., Ciorogârla RON 4.9759 100.00 62,141 39,270 2022 Scania Sales (China) Co., Ltd., Beijing CNY 7.8700 100.00 121,434 –80,937 2022 Scania Sales and Service (Guangzhou) Co., Ltd., Guangzhou CNY 7.8700 100.00 –42,444 –15,660 2022 Scania Sales and Services AB, Södertälje SEK 11.0874 100.00 18,224,201 3,342,101 2022 Scania Schweiz AG, Kloten CHF 0.9264 100.00 32,578 29,317 2022 Scania Senegal S.U.A.R.L., Dakar XOF 655.9570 100.00 –63,214 –27,304 2022 Scania Services del Perú S.A., Lima PEN 4.0905 100.00 61,512 25,699 2022 Scania Servicii Asigurari S.R.L., Ciorogârla RON 4.9759 100.00 2,385 –73 2022 Scania Servicios, S.A. de C.V., El Marqués MXN 18.7689 100.00 110 –9 2022 Scania Siam Co. Ltd., Bangkok THB 37.9886 99.99 482,352 19,188 2022 Scania Siam Leasing Co. Ltd., Bangkok THB 37.9886 100.00 412,016 64,431 2022 Scania Singapore Pte. Ltd., Singapore SGD 1.4612 100.00 5,920 3,158 2022 Scania Slovakia s.r.o., Senec EUR 100.00 13,382 5,869 2022 Scania Slovenija d.o.o., Ljubljana EUR 100.00 9,363 4,292 2022 Scania South Africa (Pty) Ltd., Aeroton ZAR 20.4442 100.00 900,040 364,509 2022 Scania Srbija d.o.o., Krnješevci RSD 117.1850 100.00 602,266 249,124 2022 Scania Sumistradora de Flota Tres SpA, Santiago de Chile CLP 977.9400 100.00 – – 6) 9) 2023 Scania Sumistradora de Flota Uno SpA, Santiago de Chile CLP 977.9400 100.00 – – 6) 9) 2023 Scania Suomi Oy, Helsinki EUR 100.00 37,498 23,588 2022 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 233 ===== SIDA 234 ===== LIST OF SHAREHOLDINGS AS OF DECEMBER 31, 2023 Name and domicile of the company Currency Exchange rate (1 euro =) 12/31/2023 Equity interest (in %) Equity in thousands Local currency Result in thousands Local currency Footnote Year Scania Sverige AB, Södertälje SEK 11.0874 100.00 546,330 12,754 2022 Scania Sverige Bussar AB, Södertälje SEK 11.0874 100.00 42,966 – 5) 2022 Scania Tanzania Ltd., Dar es Salaam TZS 2,788.0800 100.00 14,990,000 809,537 2022 Scania Thailand Co. Ltd., Bangkok THB 37.9886 99.99 118,948 21,933 2022 Scania Transportlaboratorium AB, Södertälje SEK 11.0874 100.00 3,224 –31 2022 Scania Treasury AB, Södertälje SEK 11.0874 100.00 78,082,414 –946,747 2022 Scania Trucks & Buses AB, Södertälje SEK 11.0874 100.00 80,721 732 2022 Scania USA Inc., San Antonio, Texas USD 1.1077 100.00 15,133 3,963 2022 Scania West Africa Ltd., Accra GHS 13.2537 100.00 –9,381 –5,925 2022 Scania-Kringlan AB, Södertälje SEK 11.0874 100.00 6,000 – 5) 2022 Scania-Vabis 118 AB, Värnamo SEK 11.0874 100.00 5,106 3,127 2022 Scanlink Ltd., Milton Keynes GBP 0.8691 100.00 1,956 – 5) 2022 Scanrent - Alguer de Viaturas sem Condutor, S.A., Santa Iria de Azóia EUR 100.00 14,095 1,496 2022 Scantruck Ltd., Milton Keynes GBP 0.8691 100.00 1,671 – 5) 2022 SLA Treasury Spain S.L., Barcelona BRL 5.3750 100.00 9,829,025 –144,164 2022 Södertälje Bilkredit AB, Södertälje SEK 11.0874 100.00 100 – 5) 2022 SOE Busproduction Finland Oy, Lahti EUR 100.00 9,490 1,032 2022 Southway Scania Ltd., Milton Keynes GBP 0.8691 100.00 1,170 – 5) 2022 SST Sustainable Transport Solutions India Pvt. Ltd., Nagpur INR 92.1170 99.99 25,327 –420 2022 Stop 134 AB, Stockholm SEK 11.0874 100.00 – – 2022 Tachy Experts S.A.S., Angers EUR 100.00 229 77 2022 TFS Brasil Holding Ltda., São Paulo BRL 5.3750 100.00 – – 6) 2023 TOV Donbas-Scan-Service, Makiivka UAH 42.1157 100.00 11,673 571 2022 TOV Kyiv-Scan, Kyiv UAH 42.1157 100.00 12,600 54 2022 TOV MAN Truck & Bus Ukraine, Kyiv UAH 42.1157 100.00 414,688 94,802 2022 TOV Scania Credit Ukraine, Kyiv UAH 42.1157 100.00 298,502 61,532 2022 TOV Scania Ukraine, Kyiv UAH 42.1157 100.00 278,884 91,378 2022 TOV Scania-Lviv, Lviv UAH 42.1157 100.00 32,769 13 2022 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 234 ===== SIDA 235 ===== LIST OF SHAREHOLDINGS AS OF DECEMBER 31, 2023 Name and domicile of the company Currency Exchange rate (1 euro =) 12/31/2023 Equity interest (in %) Equity in thousands Local currency Result in thousands Local currency Footnote Year Transproteccion Agente de Seguros S.A. de C.V., Miguel Hidalgo MXN 18.7689 100.00 77,507 27,068 2022 TRATON AB, Södertälje SEK 11.0874 100.00 12,693 –2,638 2022 TRATON Finance & Services AS, Tallinn EUR 100.00 – – 4) 2022 TRATON Finance Luxembourg S.A., Strassen EUR 100.00 49,020 4,296 2022 TRATON Financial Services Aktiebolag, Södertälje SEK 11.0874 100.00 494,485 133,607 2022 TRATON International S.A., Strassen EUR 100.00 16,433,487 368,913 2022 TRATON Sweden AB, Södertälje EUR 100.00 11,163,097 292,694 2022 TRATON Treasury AB, Södertälje SEK 11.0874 100.00 500 – 4) 2022 TRATON US, LLC, Pompano Beach, Florida EUR 100.00 1,404,091 70,012 2022 UAB Scania Lietuva, Vilnius EUR 100.00 16,036 4,913 2022 Union Trucks Ltd., Milton Keynes GBP 0.8691 100.00 573 – 5) 2022 Uppsala Danmark-Säby 8:1 AB, Gävle SEK 11.0874 100.00 1,034 872 2022 UTP Holdings, LLC, Lisle, Illinois USD 1.1077 100.00 – – 3) 2022 Vabis Bilverkstad AB, Södertälje SEK 11.0874 100.00 101 – 5) 2022 Vabis Försäkringsaktiebolag, Södertälje SEK 11.0874 100.00 197,049 –981 3) 11) 2022 Vindbron Arendal AB, Södertälje SEK 11.0874 100.00 13,463 108 2022 Vita Gjuteriets Fastighetsbolag AB, Stockholm SEK 11.0874 100.00 – – 2022 Volkswagen Truck & Bus Indústria e Comércio de Veículos Ltda., São Paulo BRL 5.3750 100.00 2,420,720 1,391,758 2022 Volkswagen Truck & Bus México S.A. de C.V., El Marqués MXN 18.7689 100.00 381,294 –352,406 2022 Westrucks Ltd., Milton Keynes GBP 0.8691 100.00 336 – 5) 2022 Workhorse International Holding Company, Lisle, Illinois USD 1.1077 100.00 –1,132 –86 2022 B. Unconsolidated companies 1. Germany LoadFox GmbH, in liquidation, Munich EUR 100.00 3,221 151 2) 2022 LoadFox Transport Solutions GmbH, Munich EUR 100.00 296 – 1) 2023 MAN Brand Management GmbH, Grünwald EUR 100.00 25 – 1) 2023 MAN Grundstücksgesellschaft mbH & Co. Gamma KG, Munich EUR 100.00 1,307 37 2022 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 235 ===== SIDA 236 ===== LIST OF SHAREHOLDINGS AS OF DECEMBER 31, 2023 Name and domicile of the company Currency Exchange rate (1 euro =) 12/31/2023 Equity interest (in %) Equity in thousands Local currency Result in thousands Local currency Footnote Year MAN HR Services GmbH, Munich EUR 100.00 766 – 1) 2023 MAN Personal Services GmbH, Dachau EUR 100.00 25 – 1) 2023 MAN-Unterstützungskasse GmbH, Munich EUR 100.00 363 34 2022 Ortan Verwaltung GmbH & Co. Objekt Karlsfeld KG, Pullach i. Isartal EUR 100.00 1,470 580 2022 TRATON Beteiligungsverwaltungs GmbH, Munich EUR 100.00 25 – 1) 2023 TRATON Dritte Beteiligungs GmbH, Munich EUR 100.00 23 2 2022 Unterstützungseinrichtung VGW GmbH, Munich EUR 100.00 183 28 2022 2. Other countries Banco Volkswagen Truck & Bus S.A., São Paulo BRL 5.3750 100.00 – – 4) 6) 2023 ERF (Holdings) plc, Swindon GBP 0.8691 100.00 757 – 5) 2022 ERF Ltd., Swindon GBP 0.8691 100.00 – – 5) 2022 HRVS Group Ltd., Belper GBP 0.8691 100.00 – – 5) 2022 HRVS Rentals Ltd., in liquidation, Belper GBP 0.8691 100.00 – – 2) 5) 2022 Lauken S.A., in liquidation, Montevideo UYU 43.2390 100.00 – – 2) 5) 2022 MAN Bus & Coach (Pty) Ltd., in liquidation, Olifantsfontein ZAR 20.4442 100.00 – – 2) 5) 2022 MAN Financial Services Administrators (S.A.) (Pty) Ltd., in liquidation, Isando ZAR 20.4442 100.00 0 – 2) 5) 2022 MAN Financial Services Polska Sp.z o.o, Wolica PLN 4.3409 100.00 – – 4) 7) 2023 MAN Financial Services UK Limited, Swindon GBP 0.8691 100.00 – – 4) 6) 2023 MAN Truck & Bus (S.A.) (Pty) Ltd., in liquidation, Isando GBP 0.8691 100.00 – – 2) 5) 2022 MAN Truck & Bus Asia Pacific Co. Ltd., Bangkok THB 37.9886 99.99 155,319 12,213 2022 MAN Truck & Bus India Pvt. Ltd., Pune INR 92.1170 99.99 3,462,300 133,050 2022 MAN Truck and Bus Hong Kong Ltd., Hong Kong HKD 8.6529 100.00 17,143 3,556 2022 OOO MAN Truck & Bus Production RUS, St. Petersburg RUB 99.9661 100.00 609,680 208,902 2022 OOO Truck Production RUS, St. Petersburg RUB 99.9661 100.00 157,952 –18,681 2022 Re-MAN Parts Ltd., in liquidation, Belper GBP 0.8691 100.00 – – 2) 5) 2022 Rio Soluções Digitais Ltda., São Paulo BRL 5.3750 100.00 10 – 2022 S.A. Trucks Ltd., in liquidation, Bristol GBP 0.8691 100.00 – – 2) 5) 2022 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 236 ===== SIDA 237 ===== LIST OF SHAREHOLDINGS AS OF DECEMBER 31, 2023 Name and domicile of the company Currency Exchange rate (1 euro =) 12/31/2023 Equity interest (in %) Equity in thousands Local currency Result in thousands Local currency Footnote Year Scanexpo S.A., in liquidation, Montevideo UYU 43.2390 100.00 – – 2) 5) 2022 Scania China Holding AB, Södertälje SEK 11.0874 100.00 – – 7) 2023 Scania DCS AB, Södertälje SEK 11.0874 100.00 – – 4) 7) 2023 Scania de Venezuela S.A., Valencia VES 39.7505 100.00 –5,892,535 –7,243,176 2022 Scania Finance Israel Ltd., in liquidation, Tel Aviv ILS 3.9951 100.00 1,000 – 2) 2021 Scania Invest AB, Södertälje SEK 11.0874 100.00 – – 4) 6) 2023 Scania Power Polska Sp. z o.o., in liquidation, Warsaw PLN 4.3409 100.00 –413 –32 2) 2022 Scania-MAN Administration ApS, Copenhagen DKK 7.4530 100.00 310 21 2022 TRATON Charging Solutions AB, Södertälje EUR 100.00 1,212 73 2022 Volkswagen Caminhões e Ônibus Comércio e Serviços Ltda., Limeira BRL 5.3750 100.00 16,760 –394 2022 III. JOINT VENTURES A. Equity-accounted companies 1. Germany 2. Other countries Commercial Vehicle Charging Europe B.V, Amsterdam EUR 33.33 10,521 4,479 4) 2022 Cummins-Scania XPI Manufacturing, LLC, Columbus, Indiana USD 1.1077 50.00 157,951 6,916 2022 MAN Financial Services (SA) (RF) (Pty) Ltd., Johannesburg ZAR 20.4442 50.00 271,132 67,508 7) 10) 2022 Oppland Tungbilservice A/S, Fagernes NOK 11.2408 50.00 5,701 1,449 2022 Tynset Diesel A/S, Tynset NOK 11.2408 50.00 5,519 1,117 2022 B. Companies accounted for at cost 1. Germany HINO & TRATON Global Procurement GmbH, Munich EUR 51.00 486 161 2) 2022 2. Other countries AMEXCI AB, Karlskoga SEK 11.0874 11.86 161,503 –26,889 2022 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 237 ===== SIDA 238 ===== LIST OF SHAREHOLDINGS AS OF DECEMBER 31, 2023 Name and domicile of the company Currency Exchange rate (1 euro =) 12/31/2023 Equity interest (in %) Equity in thousands Local currency Result in thousands Local currency Footnote Year IV. ASSOCIATES A. Equity-accounted associates 1. Germany Rheinmetall MAN Military Vehicles GmbH, Munich EUR 49.00 68,934 7,225 2022 Scantinel Photonics GmbH, Ulm EUR 47.14 2,586 –4,970 2022 sennder Technologies GmbH, Berlin EUR 13.69 184,088 –77,545 2022 Telematics Solutions GmbH, Berlin EUR 46.73 2,266 47 2022 2. Other countries BITS DATA i Södertälje AB, Södertälje SEK 11.0874 33.00 18,771 3,759 2022 ScaValencia, S.A., Ribarroja del Turia EUR 26.00 13,787 1,730 2022 Sinotruk (Hong Kong) Ltd., Hong Kong CNY 7.8700 25.00 42,968,577 2,050,740 8) 10) 2022 UZ Truck and Bus Motors, LLC, Samarkand UZS 13,667.6550 32.89 315,323,032 16,943,998 2021 B. Associates accounted for at cost 1. Germany bex technologies GmbH, Stuttgart EUR 32.55 – – 2022 Juna Technologies GmbH, Berlin EUR 49.00 – – 4) 7) 2023 2. Other countries Corebon AB, Arlöv SEK 11.0787 24.20 56,569 –58,027 2021 Innokraft AB, Sundsvall SEK 11.0787 46.00 4,483 – 2020 Magnum Power Products, LLC, Franklin, Indiana USD 1.0677 30.00 31,185 –5 2021 Maudlin International Parts and Services of Palm Bay, LLC, Lisle, Illinois USD 1.0677 49.00 139 –329 2021 Newstream Enterprises, LLC, Springfield, Missouri USD 1.0677 49.00 6,769 3,208 2021 Parcelly Limited, London GBP 0.8868 33.40 – – 7) 2022 Roboyo Group Limited, Stockholm SEK 11.0787 15.83 26,292 3,981 2020 SIB Solutions AB, Lund SEK 11.0787 20.70 – – 7) 2022 Södertälje Science Park AB, Södertälje SEK 11.0787 25.00 2,496 273 2021 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 238 ===== SIDA 239 ===== LIST OF SHAREHOLDINGS AS OF DECEMBER 31, 2023 Name and domicile of the company Currency Exchange rate (1 euro =) 12/31/2023 Equity interest (in %) Equity in thousands Local currency Result in thousands Local currency Footnote Year V. EQUITY INVESTMENTS 1. Germany Car2Car Communication Consortium GbR, Braunschweig EUR 7.40 521 122 2022 Cycle Mobility Holding GmbH, Berlin EUR 17.65 – – 7) 2023 FFK Fahrzeugservice Förtsch GmbH Kronach, Kronach EUR 30.00 1,597 –139 2022 Grundstücksgesellschaft Schlossplatz 1 mbH & Co. KG, Berlin EUR 8.16 1,052 844 2022 Roland Holding GmbH, Munich EUR 22.83 3,719 1 2022 Verwaltungsgesellschaft Wasseralfingen mbH, Aalen EUR 50.00 14,147 –290 2022 vialytics GmbH, Stuttgart EUR 15.69 –3,348 –3,156 2022 2. Other countries Car IQ Inc., Oakland, California USD 1.0677 0.20 – – 4) 2022 Combient AB, Stockholm SEK 11.0787 4.65 42,449 –2,520 2022 H2GS AB, Stockholm SEK 2.02 3,333,997 –175,627 8) 2022 Lindholmen Science Park Aktiebolag, Gothenburg SEK 11.0787 8.98 – – 7) 2023 Maghreb Truck Industry S.p.A., Sidi M‘Hamed DZD 146.4838 10.00 130,943 879 2022 Northvolt AB, Stockholm SEK 11.0787 0.94 37,030,987 –928,715 2022 OneH2, Inc., Hickory, North Carolina USD 1.0677 5.13 57,542 809 2022 Shenzhen Haylion Technologies Co. Ltd., Shenzhen CNY 7.3661 2.00 72,456 –13,760 2022 TuSimple Holdings Inc., San Diego, California USD 1.0677 7.41 954,481 –1,610 2022 1 P rofit and loss transfer agreement 2 In liquidation 3 Dif ferent fiscal year 4 Shor t fiscal year 5 C urrently not trading 6 Ne wly established company/spin-off 7 Ne wly acquired company 8 C onsolidated financial statements 9 Figur es included in the consolidated financial statements of the parent company 10 Figur es in accordance with IFRSs 11 Mat ter within the meaning of section 1 of the Umwandlungsgesetz (UmwG — German Transformation Act) 12 St ructured company in accordance with IFRS 10 and IFRS 12 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 239 ===== SIDA 240 ===== FURTHER INFORMATION Further Information 240 Responsibilit y Statement 241 Independent A uditor’s Report 242 Independent A uditor’s Report on the Nonfinancial Statement 251 Remuner ation Report 254 Independent A uditor’s Report 281 Financ ial Calendar 282 Defined T erms 283 Fiv e-Year Overview 285 Publication Details 287 4 Further Information Further Information Consolidated Financial StatementsCombined Management ReportTo Our Shareholders ===== SIDA 241 ===== Responsibility Statement FURTHER INFORMATION Responsibility Statement To the best of our knowledge, and in accordance with the applicable reporting principles, the Consolidated Financial Statements give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Group, and the Combined Management Report includes a fair review of the development and performance of the business and the position of the TRATON GROUP, together with a description of the material opportunities and risks associated with the expected development of the TRATON GROUP. Munich, February 12, 2024 TRATON SE The Executive Board Christian Levin Dr . Michael Jackstein Mathias C arlbaum Antonio Roberto Cortes C atharina Modahl Nilsson Ale xander Vlaskamp Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 241 ===== SIDA 242 ===== Independent Auditor’s Report To TRATON SE Report on the audit of the consolidated financial statements and of the group management report Opinions We have audited the consolidated financial statements of TRATON SE, Munich, and its subsidiaries (the Group), which comprise the consolidated income statement and con- solidated statement of comprehensive income for the fiscal year from January 1 to December 31, 2023 and the consolidated balance sheet as at December 31, 2023, consol- idated statement of changes in equity and consolidated statement of cash flows for the fiscal year from January 1 to December 31, 2023, and notes to the consolidated financial statements, including a summary of significant accounting policies. In addition, we have audited the group management report of TRATON SE, which is combined with the Company’s management report (“group management report”), for the fiscal year from January 1 to December 31, 2023. In accordance with the German legal requirements, we have not audited the content of the parts of the group management report specified in the appendix to the auditor’s report and the company information stated therein that is provided outside of the annual report and is referenced in the group management report. In our opinion, on the basis of the knowledge obtained in the audit, – the accompanying consolidated financial statements comply, in all material respects, with the IFRSs as adopted by the EU, and the additional requirements of German commercial law pursuant to Sec. 315e (1) HGB [“Handelsgesetzbuch”: German Com- mercial Code] and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as at December 31, 2023, and of its financial performance for the fiscal year from January 1 to December 31, 2023, and – the accompanying group management report as a whole provides an appropriate view of the Group’s position. In all material respects, this group management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future devel- opment. We do not express an opinion on the content of the parts of the group man- agement report listed in the appendix to the auditor’s report. Pursuant to Sec. 322 (3) Sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the group management report. Basis for the opinions We conducted our audit of the consolidated financial statements and of the group man agement report in accordance with Sec. 317 HGB and the EU Audit Regulation (No. 537/2014, referred to subsequently as “EU Audit Regulation”) and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] ( IDW). Our responsibilities under those requirements and principles are further described in the “Auditor’s responsibilities for the audit of the consolidated financial statements and of the group management report” section of our auditor’s report. We are independent of the Group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Art. 10 (2) f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Art. 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opin- ions on the consolidated financial statements and on the group management report. Key audit matters in the audit of the consolidated financial statements Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the fiscal year from January 1 to December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon; we do not provide a separate opinion on these matters. Independent Auditor’s Report Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 242 ===== SIDA 243 ===== Below, we describe what we consider to be the key audit matters: Recoverability of goodwill Reasons why the matter was determined to be a key audit matter The result of the impairment testing of goodwill is highly dependent on the executive directors’ estimate of future cash flows and which discount rates they use. The recover - able amount of the cash-generating units is calculated on the basis of their value in use, applying discounted cash flow models. The ongoing transformation of the core business toward electromobility and digitaliza- tion as well as growing environmental regulation lead to uncertainties that have to be factored into the estimation of market shares and margins for electric vehicles and the long-term growth rates. Growth expectations of the executive directors are subject to risk and may be revised in response to changes in environmental regulation and market conditions. In view of the foregoing, the materiality of goodwill in relation to total assets, the com - plexity of its valuation and the judgment exercised during valuation, the impairment testing of goodwill was a key audit matter. Auditor’s response As part of our audit procedures, we discussed with management and assessed the iden- tification of cash-generating units and the allocation of assets and liabilities to the respec- tive cash-generating units on the basis of the internal reporting structure. We analyzed the planning process established in the TRATON GROUP and tested the operating effec- tiveness of the controls implemented in each process. We assessed the underlying val- uation models for the determination of values in use calculated using the discounted cash flow model in terms of methodology and reperformed the calculations with the assistance of internal valuation specialists. We discussed the operative planning prepared by the executive directors in connection with the development of sales markets, produc- tion costs, margins and growth rates applied with the employees responsible for planning and compared it with external information, particularly with market studies. In doing so, we considered in particular the effects of possible shortages in the supply of important bought-in components, inflation expectations and increases in the cost of materials and personnel expenses. Furthermore, we discussed and assessed the planning assumptions regarding the effects of climate change and the associated expansion of e-mobility, particularly the existing uncertainties related to the estimation of market shares for electric vehicles and margins as well as long-term growth rates used for the planning. We assessed the derivation of the capitalization rates, in particular by evaluating the composition of the peer groups used to determine the beta factors and comparing the country-specific parameters used by the TRATON GROUP on the current development of interest rates and market risk premiums. We assessed the sensitivity analyses performed by the Company and performed our own in order to estimate any impairment risk asso- ciated with a reasonably possible change in one of the significant assumptions. Our audit procedures did not lead to any reservations relating to the assessment of impairment testing of goodwill. Reference to related disclosures The Company’s disclosures regarding the relevant accounting principles for the recog- nition and measurement of goodwill are contained in sections “5. Estimates and man - agement’s judgment” and “16. Goodwill and impairment losses on assets” of the notes to the consolidated financial statements. Capitalization and recoverability of development costs Reasons why the matter was determined to be a key audit matter Key criteria for capitalizing development costs are the ability to implement the develop- ment projects (including their technical feasibility, the intention to complete them and the ability to use them) as well as the realization of an expected future economic benefit. The complexity of research and development projects is mounting in view of the tech - nological transformation of the TRATON GROUP and the resulting new development areas (including high investments in electromobility and autonomous driving). Assessments of project feasibility are playing an ever greater role in this connection and entail the use of considerable judgment. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 243 ===== SIDA 244 ===== Where capitalized development costs are not yet subject to amortization, they must be tested for impairment as part of the related cash-generating unit at least annually at the level of the brands defined as cash-generating units. The assumption of realizing future economic benefits and the result of testing the recoverability of capitalized development costs during the analyses and impairment tests performed are highly dependent on the executive directors’ estimate of future cash flows and which discount rates they use. The recoverable amount of the cash-generating units is calculated on the basis of their value in use, applying discounted cash flow models. The ongoing transformation of the core business toward electromobility and digitaliza- tion as well as growing environmental regulation lead to uncertainties that have to be factored into the estimation of market shares and margins for electric vehicles and the long-term growth rates. Growth expectations of the executive directors are subject to risk and may be revised in response to changes in environmental regulation and market conditions. In light of the foregoing, the materiality of the capitalized development costs in relation to total assets, the total amount of research and development costs and the judgment exercised in the valuation process, the capitalization of development costs and the impair- ment test were a key audit matter. Auditor’s response During our audit, we examined the process for identifying the research and development costs, particularly with reference to the criteria for capitalization. In this connection, we carried out analytical audit procedures such as comparisons of project budgets and capitalization rates, inspected documentation on project feasibility and tested the cap - italized costs on a sample basis. We also assessed the future economic benefit criterion for capitalization based on the assumptions regarding the cash inflows of the cash-gen- erating unit to which the capitalized development work is allocated. We also obtained an understanding of the executive directors’ estimate regarding changes in the useful lives applied and indicators for changes in value of individual projects. Moreover, we involved valuation specialists to assess among other things the method - ology used to determine the relevant cash-generating units and perform the impairment tests in light of the provisions of IAS 36. We also checked the arithmetical accuracy of the valuation models used. We analyzed the planning process established in the TRATON GROUP and tested the operating effectiveness of the controls implemented therein. As a starting point, we compared the five-year operational plan of the TRATON GROUP and of the cash-gener - ating units prepared by the executive directors and acknowledged by the Supervisory Board with the forecast figures in the underlying impairment tests. We discussed the key planning assumptions with the executive directors and compared them with past earnings and cash inflows to assess the planning accuracy. We based plausibility testing of the inputs for the impairment tests among other things on a comparison with general and industry-specific market expectations underlying the expected cash inflows. We also investigated the expectations regarding the development of market shares for battery electric vehicles, the effects on the planned investments and their indirect effects on the long-term cash inflows expected by the executive directors. With respect to the rollfor - ward from the medium-term plan to the long-term forecast, we assessed the plausibility of the assumed growth rates by comparing them with observable data. To assess the discount rates and growth rates applied, we analyzed the inputs used to determine them on the basis of publicly available information and obtained an understanding of the methods used with regard to the relevant requirements of IAS 36. We also assessed the sensitivity analyses performed by the executive directors and per- formed our own sensitivity analyses in order to estimate any potential impairment risk associated with a reasonably possible change in one of the significant assumptions used in the valuation. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 244 ===== SIDA 245 ===== Our procedures did not lead to any reservations relating to the recognition and recover- ability of the capitalized development costs. Reference to related disclosures The Company’s disclosures regarding the relevant accounting principles for the recog- nition and measurement of development costs are contained in sections “5. Estimates and management’s judgment” and “17. Intangible assets” of the notes to the consolidated financial statements. Completeness and measurement of provisions for warranty obligations Reasons why the matter was determined to be a key audit matter Obligations for warranty claims are calculated on the basis of estimated warranty costs and ex gratia arrangements. Where unusual individual technical risks are anticipated, an individual assessment is made whether and, if so, to what extent measures are required to remediate them and provisions need to be recognized. In light of the amount of the provisions and the judgment exercised during valuation, the completeness and mea - surement of provisions for warranty obligations was a key audit matter. Auditor’s response With regard to the accounting for the provisions for warranty obligations, we examined the underlying processes for recording previous claims, calculating and valuing the esti- mated future warranty costs and recognizing the provisions, and tested controls in some areas. In light of the uncertainty in relation to the estimated future warranty costs, we assessed the underlying valuation assumptions, especially the expected claim rate per vehicle and the cost thereof, using analyses of historical data. Where there was a lack of past expe - rience, we obtained an understanding of the assumptions made by the executive direc- tors and tested their plausibility using historical data for comparable items. Using the calculation bases derived from these historical data, we checked the estimated costs for expected claims per vehicle. To assess the completeness of the provisions, we also rec - onciled the number of sold vehicles used to recognize the provision with the sales vol - umes. We obtained an understanding of the method used for calculating the provisions, including the discounting, and reperformed the calculations. For significant individual technical risks, we assessed the expected incidence of techni- cal faults and the calculation of expected costs per claim/vehicle using documentation on previous claims, inspecting resolutions passed by technical committees and holding discussions with the departments responsible. Our audit procedures did not lead to any reservations relating to the completeness and valuation of provisions for warranty obligations. Reference to related disclosures The Company’s disclosures regarding the recognition and measurement of provisions for warranty obligations are contained in section “33. Other provisions” of the notes to the consolidated financial statements. Accounting treatment of risks in connection with the EU antitrust proceedings Reasons why the matter was determined to be a key audit matter In 2011, the European Commission initiated fine proceedings on suspicion of breaches of European antitrust law in the European truck sector. By decision dated 19 July 2016, the fine proceedings against MAN and four other European truck manufacturers (with the exception of Scania) were concluded in a final and unappealable settlement. While the other four truck manufacturers were fined, MAN’s fine was waived under the leniency program. Scania was fined approximately EUR 880.5m in a decision by the European Commission on 27 September 2017. The fine was paid in full fiscal year 2022. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 245 ===== SIDA 246 ===== Following the fine decision, a large number of (direct and indirect) customers in various jurisdictions initiated or joined lawsuits against MAN and/or Scania. The claims differ significantly in scope. Furthermore, some truck customer damages claims have been combined in class actions or through claim aggregators to which the truck customers assigned their respective damages claims. As part of our audit, we determined this to be a key audit matter because the risk assess- ment and the amount of the provision to cover the aforementioned risks from civil pro - ceedings are subject to a high level of uncertainty and are influenced by estimates and assumptions made by the executive directors with regard to the outcome of the pro - ceedings. Auditor’s response As part of our audit procedures, we obtained an understanding of the process installed by the Group to deal with the facts of the civil lawsuits. We discussed with the executive directors and the Company’s legal department the estimates and assumptions made by the executive directors and the Company’s internal lawyers in connection with the current development and the reasons underlying these estimates and assumptions, and assessed them with the involvement of internal experts for antitrust law from various countries. We also discussed the development in the various countries arising from new judgments or additional claims with the executive directors and internal and external lawyers. In addition, we obtained quarterly confirmations from external lawyers and addressed the significant topics and developments in discussions with the external lawyers. The signif- icant results of various economic reports (party reports, court reports) were also explained to us in this context. For the discussions with the Company and the external lawyers, we also consulted relevant publications in the specialist literature and other sources such as databases. Where provisions were recognized for individual cases or in some countries, we reper - formed the calculations and checked the underlying assumptions against the confirma- tions from external lawyers and the corresponding settlement agreements. Our audit procedures did not lead to any reservations relating to the accounting treat - ment of the provision for civil law risks from EU antitrust proceedings. Reference to related disclosures The Company’s disclosures regarding the relevant accounting principles for the recog- nition and measurement of development costs are contained in sections “33. Other pro- visions” and “39. Litigation/legal proceedings” of the notes to the consolidated financial statements. Other information The Supervisory Board is responsible for the Report of the Supervisory Board in the 2023 Annual Report. The executive directors and the Supervisory Board are responsible for the declaration pursuant to Sec. 161 AktG [“Aktiengesetz”: German Stock Corporation Act] on the German Corporate Governance Code, which is part of the Corporate Governance Statement. In all other respects, the executive directors are responsible for the other information. The other information comprises the parts of the annual report listed in the appendix. Our opinions on the consolidated financial statements and on the group management report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon. In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information – is mat erially inconsistent with the consolidated financial statements, with the group management report or our knowledge obtained in the audit, or – other wise appears to be materially misstated. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 246 ===== SIDA 247 ===== Responsibilities of the executive directors and the Supervisory Board for the consolidated financial statements and the group management report The executive directors are responsible for the preparation of the consolidated financial statements that comply, in all material respects, with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to Sec. 315e (1) HGB, and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position and financial performance of the Group. In addition, the executive directors are responsible for such internal control as they have determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud (i.e., fraudu- lent financial reporting and misappropriation of assets) or error. In preparing the consolidated financial statements, the executive directors are respon- sible for assessing the Group’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of account- ing unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so. Furthermore, the executive directors are responsible for the preparation of the group management report that, as a whole, provides an appropriate view of the Group’s position and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the executive directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a group management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the group management report. The Supervisory Board is responsible for overseeing the Group’s financial reporting pro- cess for the preparation of the consolidated financial statements and of the group man- agement report. Auditor’s responsibilities for the audit of the consolidated financial statements and of the group management report Our objectives are to obtain reasonable assurance about whether the consolidated finan- cial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the group management report as a whole provides an appropriate view of the Group’s position and, in all material respects, is consistent with the consoli- dated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our opinions on the consolidated financial statements and on the group management report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Sec. 317 HGB and the EU Audit Regulation and in compli- ance with German Generally Accepted Standards for Financial Statement Audits pro - mulgated by the Institut der Wirtschaftsprüfer ( IDW) will always detect a material mis - statement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and this group management report. We exercise professional judgment and maintain professional skepticism throughout the audit. We also: – Identify and assess the risks of material misstatement of the consolidated financial statements and of the group management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evi- dence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than the risk of not detecting a material misstatement resulting from error, as fraud may involve col- lusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 247 ===== SIDA 248 ===== – Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures (systems) relevant to the audit of the group management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems. – E valuate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures. – Conclude on the appropriateness of the executive directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated financial statements and in the group man - agement report or, if such disclosures are inadequate, to modify our respective opin- ions. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern. – Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial state - ments present the underlying transactions and events in a manner that the consoli- dated financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to Sec. 315e (1) HGB. – Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express opinions on the consol- idated financial statements and on the group management report. We are responsi- ble for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinions. – Evaluate the consistency of the group management report with the consolidated financial statements, its conformity with [German] law, and the view of the Group’s position it provides. – Perform audit procedures on the prospective information presented by the executive directors in the group management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the executive directors as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all relation- ships and other matters that may reasonably be thought to bear on our independence and where applicable, the related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 248 ===== SIDA 249 ===== Other legal and regulatory requirements Report on the assurance on the electronic rendering of the consolidated financial stat ements and the group management report prepared for publication purposes in accordance with Sec. 317 (3a) HGB Opinion We have performed assurance work in accordance with Sec. 317 (3a) HGB to obtain rea- sonable assurance about whether the rendering of the consolidated financial statements and the group management report (hereinafter the “ESEF documents”) contained in the file TRATON_SE_KA_ZLB_ESEF-2023-12-31 and prepared for publication purposes complies in all material respects with the requirements of Sec. 328 (1) HGB for the electronic report- ing format (“ESEF format”). In accordance with German legal requirements, this assurance work extends only to the conversion of the information contained in the consolidated financial statements and the group management report into the ESEF format and there- fore relates neither to the information contained within these renderings nor to any other information contained in the file identified above. In our opinion, the rendering of the consolidated financial statements and the group management report contained in the file identified above and prepared for publication purposes complies in all material respects with the requirements of Sec. 328 (1) HGB for the electronic reporting format. Beyond this assurance opinion and our audit opinions on the accompanying consolidated financial statements and the accompanying group management report for the fiscal year from January 1 to December 31, 2023 contained in the “Report on the audit of the consolidated financial statements and of the group management report” above, we do not express any assurance opinion on the information contained within these renderings or on the other information contained in the file iden- tified above. Basis for the opinion We conducted our assurance work on the rendering of the consolidated financial state- ments and the group management report contained in the file identified above in accor- dance with Sec. 317 (3a) HGB and the IDW Assurance Standard: Assurance on the Elec - tronic Rendering of Financial Statements and Management Reports Prepared for Publication Purposes in Accordance with Sec. 317 (3a) HGB (IDW AsS 410 (06.2022)) and the International Standard on Assurance Engagements 3000 (Revised). Our responsibil- ity in accordance therewith is further described in the “Group auditor’s responsibilities for the assurance work on the ESEF documents” section. Our audit firm applies the IDW Standard on Quality Management 1: Requirements for Quality Management in the Audit Firm (IDW QS 1). Responsibilities of the executive directors and the Supervisory Board for the ESEF documents The executive directors of the Company are responsible for the preparation of the ESEF documents including the electronic rendering of the consolidated financial statements and the group management report in accordance with Sec. 328 (1) Sentence 4 No. 1 HGB and for the tagging of the consolidated financial statements in accordance with Sec. 328 (1) Sentence 4 No. 2 HGB. In addition, the executive directors of the Company are responsible for such internal control as they have determined necessary to enable the preparation of ESEF documents that are free from material intentional or unintentional non-compliance with the require- ments of Sec. 328 (1) HGB for the electronic reporting format. The Supervisory Board is responsible for overseeing the process for preparing the ESEF documents as part of the financial reporting process. Group auditor’s responsibilities for the assurance work on the ESEF documents Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional or unintentional non-compliance with the requirements of Sec. 328 (1) HGB. We exercise professional judgment and maintain professional skep- ticism throughout the assurance work. We also: – Identify and assess the risks of material intentional or unintentional non-compliance with the requirements of Sec. 328 (1) HGB, design and perform assurance procedures responsive to those risks, and obtain assurance evidence that is sufficient and appro- priate to provide a basis for our assurance opinion. – Obtain an understanding of internal control relevant to the assurance on the ESEF documents in order to design assurance procedures that are appropriate in the cir - cumstances, but not for the purpose of expressing an assurance opinion on the effec- tiveness of these controls. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 249 ===== SIDA 250 ===== – Evaluate the technical validity of the ESEF documents, i.e., whether the file containing the ESEF documents meets the requirements of Commission Delegated Regulation (EU) 2019/815, in the version in force at the date of the financial statements, on the technical specification for this file. – Evaluate whether the ESEF documents enable an XHTML rendering with content equiv- alent to the audited consolidated financial statements and to the audited group man- agement report. – Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in accordance with the requirements of Arts. 4 and 6 of Commission Delegated Regulation (EU) 2019/815, in the version in force at the date of the financial statements, enables an appropriate and complete machine-readable XBRL copy of the XHTML rendering. Further information pursuant to Art. 10 of the EU Audit Regulation We were elected as group auditor by the Annual General Meeting on 1 June 2023. We were engaged by the Supervisory Board on 11 July 2023. We have been the group auditor of TRATON SE since fiscal year 2020. We declare that the opinions expressed in this auditor’s report are consistent with the additional report to the Audit Committee pursuant to Art. 11 of the EU Audit Regulation (long-form audit report). In addition to the financial statement audit, we have provided to group entities the following services that are not disclosed individually in the consolidated financial state- ments or in the group management report: – Issuance of comfort letters for TRATON SE in connection with the EUR 12b European Medium Term Notes (EMTN) Program – A udit of the remuneration report in accordance with Sec. 162 AktG – Limited assurance engagement on the Nonfinancial Group Statement in accordance with Sec. 315b et seq. HGB – V oluntary audits or reviews of annual financial statements Other matter – Use of the auditor’s report Our auditor’s report must always be read together with the audited consolidated finan- cial statements and the audited group management report as well as the assured ESEF documents. The consolidated financial statements and the group management report converted to the ESEF format – including the versions to be published in the Unterneh- mensregister [German Company Register] – are merely electronic renderings of the audited consolidated financial statements and the audited group management report and do not take their place. In particular, the ESEF report and our assurance opinion contained therein are to be used solely together with the assured ESEF documents made available in electronic form. German Public Auditor responsible for the engagement The German Public Auditor responsible for the engagement is Heiko Hummel. Appendix to the auditor’s report: 1. Parts of the group management report whose content is unaudited We have not audited the content of the following parts of the group management report: – The C orporate Governance Statement contained in the section “Supplemental Infor - mation on Fiscal Year 2023” of the group management report – The Nonfinanc ial Group Statement contained in the group management report Furthermore, we have not audited the content of the following disclosures extraneous to management reports. Disclosures extraneous to management reports are such dis - closures that are not required pursuant to Secs. 315, 315a HGB or Secs. 315b to 315d HGB. – The section “Appropriateness and effectiveness of risk management” contained in the section “Report on Expected Developments, Opportunities, and Risks, 2. Report on opportunities and risks” of the group management report. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 250 ===== SIDA 251 ===== 2. Further other information The other information also comprises other parts to be included in the annual report, of which we obtained a copy prior to issuing this auditor’s report, in particular the sections: – Sec tion 1 To Our Shareholders – Sec tion 4 Further Information but not the consolidated financial statements, not the group management report dis - closures whose content is audited and not our auditor’s report thereon. 3. C ompany information outside of the annual report referenced in the group management report The management report contains cross-references to webpages of the Group and the Group companies. We have not audited the content of the information to which these cross-references refer. Munich, February 15, 2024 EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Meyer Hummel Wirtschaftsprüfer W irtschaftsprüfer [German Public Auditor] [Ger man Public Auditor] Independent Auditor’s Report on the Nonfinancial Statement Independent auditor’s report on a limited assurance engagement To TRATON SE, Munich We have performed a limited assurance engagement on the non-financial group state- ment included in the “Nonfinancial Group statement” section of the Combined Manage- ment Report of TRATON SE, Munich, (hereinafter the “Company”), as well as the “Business activities and organization” section of the Combined Management Report incorporated by reference, for the period from January, 1 2023 to December, 31 2023 (hereinafter the “non-financial Reporting”). Not subject to our assurance engagement are other references to disclosures made outside the non-financial Reporting as well as prior-year disclosures. Responsibilities of the executive directors The executive directors of the Company are responsible for the preparation of the non- financial Reporting in accordance with Sec. 315c in conjunction with Secs. 289c to 289e HGB [“Handelsgesetzbuch”: German Commercial Code] and Art. 8 of Regulation ( EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the estab - lishment of a framework to facilitate sustainable investment and amending Regulation (EU) 2019/2088 (hereinafter the “ EU Taxonomy Regulation”) and the Delegated Acts adopted thereunder as well as in accordance with their own interpretation of the word- ing and terms contained in the EU Taxonomy Regulation and the Delegated Acts adopted thereunder as set out in section “EU Taxonomy Disclosures” of the non-financial Reporting. These responsibilities of the Company’s executive directors include the selection and application of appropriate methods for the preparation of the non-financial Reporting methods and making assumptions and estimates about individual non-financial disclo- sures of the Group that are reasonable in the circumstances. Furthermore, the executive directors are responsible for such internal control as the executive directors consider necessary to enable the preparation of a non-financial Reporting that is free from mate- rial misstatement, whether due to fraud (manipulation of the non-financial Reporting) or error. Independent Auditor’s Report on the Nonfinancial Statement Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 251 ===== SIDA 252 ===== The EU Taxonomy Regulation and the Delegated Acts adopted thereunder contain word- ing and terms that are still subject to considerable interpretation uncertainties and for which clarifications have not yet been published in every case. Therefore, the executive directors have disclosed their interpretation of the EU Taxonomy Regulation and the Delegated Acts adopted thereunder in section “ EU Taxonomy Disclosures” of the non- financial Reporting. They are responsible for the defensibility of this interpretation. Due to the immanent risk that undefined legal terms may be interpreted differently, the legal conformity of the interpretation is subject to uncertainties. Independence and quality assurance of the auditor’s firm We have complied with the German professional requirements on independence as well as other professional conduct requirements. Our audit firm applies the national legal requirements and professional pronouncements - in particular the BS WP/vBP [“Berufssatzung für Wirtschaftsprüfer/vereidigte Buch - prüfer”: Professional Charter for German Public Accountants/German Sworn Auditors]) in the exercise of their Profession and the IDW Standard on Quality Management issued by the Institute of Public Auditors in Germany (IDW): Requirements for Quality Manage- ment in the Audit Firm ( IDW QS 1) and accordingly maintains a comprehensive quality management system that includes documented policies and procedures with regard to compliance with professional ethical requirements, professional standards as well as relevant statutory and other legal requirements. Responsibilities of the auditor Our responsibility is to express a conclusion with limited assurance on the non-financial Reporting based on our assurance engagement. We conducted our assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised): “Assurance Engagements other than Audits or Reviews of Historical Financial Information” issued by the IAASB. This standard requires that we plan and perform the assurance engagement to obtain limited assurance about whether any matters have come to our attention that cause us to believe that the Company’s non-financial Reporting is not prepared, in all material respects, in accordance with Sec. 315c in conjunction with Secs. 289c to 289e HGB and the EU Taxonomy Regu- lation and the Delegated Acts adopted thereunder as well as the interpretation by the executive directors disclosed in section “EU Taxonomy Disclosures” of the non-financial Reporting. Not subject to our assurance engagement are other references to disclosures made outside the non-financial Reporting, prior-year disclosures as well as the external sources of documentation or expert opinions mentioned in the non-financial Reporting, which are marked as unassured. In a limited assurance engagement, the procedures performed are less extensive than in a reasonable assurance engagement, and accordingly, a substantially lower level of assurance is obtained. The selection of the assurance procedures is subject to the pro - fessional judgment of the auditor. In the course of our assurance engagement we have, among other things, performed the following assurance procedures and other activities: – Gain an under standing of the structure of the sustainability organization and stake - holder engagement, – Inquiries of relevant employees regarding the selection of topics for the non-financial Reporting, the impact and risk assessment and the policies of the Group for the top- ics identified as material, – Inquiries of relevant employees involved in the preparation of the non-financial Reporting about the preparation process, about the internal controls related to this process as well as disclosures in the non-financial Reporting, – Inspection of the relevant documentation of the systems and processes for collecting, aggregating and validating relevant data in the reporting period, – Identification and assessment of r isks of material misstatement in the non-financial Reporting, – Analy tical procedures on selected disclosures in the non-financial Reporting, – Inquiries, inspection of sample documents and obtaining evidence relating to the collection and reporting of selected disclosures in the non-financial Reporting, Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 252 ===== SIDA 253 ===== – Reconciliation of selected disclosures with the corresponding data in the consolidated financial statements and in the Combined Management Report, – Evaluation of the process to identify the economic activities taxonomy-eligible and taxonomy-aligned as well as the corresponding disclosures in the non-financial Reporting, – E valuation of the presentation of disclosures in the non-financial Reporting. In determining the disclosures in accordance with Art. 8 of the EU Taxonomy Regulation, the executive directors are required to interpret undefined legal terms. Due to the imma- nent risk that undefined legal terms may be interpreted differently, the legal conformity of their interpretation and, accordingly, our assurance engagement thereon are subject to uncertainties. Assurance conclusion Based on the assurance procedures performed and the evidence obtained, nothing has come to our attention that causes us to believe that the non-financial Reporting of the Company for the period from January, 1 2023 to December, 31 2023 is not prepared, in all material respects, in accordance with Sec. 315c in conjunction with Secs. 289c to 289e HGB and the EU Taxonomy Regulation and the Delegated Acts adopted thereunder as well as the interpretation by the executive directors as disclosed in section “EU-Taxonomy disclosures” of the non-financial Reporting. We do not express an assurance conclusion on the other references to disclosures made outside the non-financial Reporting and prior-year disclosures. Restriction of use We draw attention to the fact that the assurance engagement was conducted for the Company’s purposes and that the report is intended solely to inform the Company about the result of the assurance engagement. As a result, it may not be suitable for another purpose than the aforementioned. Accordingly, the report is not intended to be used by third parties for making (financial) decisions based on it. Our responsibility is to the Company alone. We do not accept any responsibility to third parties. Our assurance con- clusion is not modified in this respect. General Engagement Terms and Liability The enclosed “General Engagement Terms for Wirtschaftsprüfer and Wirtschaftsprü - fungsgesellschaften [German Public Auditors and Public Audit Firms]” as issued by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] on 1 January 2017 are applicable to this engagement and also govern our relations with third parties in the context of this engagement (www.de.ey.com/general-engagement-terms). In addition, please refer to the liability provisions contained there in no. 9 and to the exclusion of liability towards third parties. We accept no responsibility, liability or other obligations towards third parties unless we have concluded a written agreement to the contrary with the respective third party or liability cannot effectively be precluded. We make express reference to the fact that we will not update the report to reflect events or circumstances arising after it was issued, unless required to do so by law. It is the sole responsibility of anyone taking note of the summarized result of our work contained in this report to decide whether and in what way this information is useful or suitable for their purposes and to supplement, verify or update it by means of their own review pro- cedures. Stuttgart, 15 February 2024 EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Hinderer Welz Wirtschaftsprüfer Wirtschaftsprüfer [German Public Auditor] [Ger man Public Auditor] Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 253 ===== SIDA 254 ===== Remuneration Report Section 162 of the Aktiengesetz (AktG — Ger man Stock Corporation Act) requires the Executive Board and Supervisory Board of TRATON SE to prepare a clear, readily under- standable report on the remuneration of members of the Executive Board and the Super- visory Board. In this report, we explain the principles of the remuneration system for the Executive Board and Supervisory Board. The Remuneration Report also presents the individual remuneration broken down by component for current and former members of the Executive Board and Supervisory Board of TRATON SE. Executive Board remuneration Business performance in the year under review Despite the ongoing war in Ukraine, market and sales trends changed for the better in fiscal year 2023 and supply chains also stabilized. As a result, the TRATON GROUP was able to achieve its targets in fiscal year 2023. In particular, the TRATON GROUP’s unit sales increased by 11% year-on-year to 338,183 units, although market developments varied from region to region. The TRATON GROUP generated sales revenue of €46.9 billion in fiscal year 2023, 16% higher than in the previous year. The substantial increase in sales revenue was primarily the result of higher unit sales of new vehicles, a positive market and product mix, better unit price realization, and growth in the Vehicle Services business. Sales revenue also grew substantially year-on-year in the TRATON Financial Services seg- ment. Principles of Executive Board remuneration The remuneration of the members of the Executive Board is based on the revised remu- neration system (“remuneration system”) adopted by the Supervisory Board on Decem- ber 16, 2021, and effective from January 1, 2022, which largely corresponds to the remu- neration system already adopted on December 16, 2020, and effective from January 1, 2021, and approved by the Annual General Meeting on June 30, 2021. The Annual General Meeting approved the remuneration system on June 9, 2022, with 97.98% of the votes cast. The remuneration system implements the requirements of the AktG in the version as amended by ARUG II and takes account of the recommendations of the German Cor- porate Governance Code (the Code) as amended on April 28, 2022 (entered into force on June 27, 2022). The remuneration system applies to all members of the Executive Board with new or extended employment contracts from the date of the 2022 Annual General Meeting. For the members of the Executive Board who were already in office prior to December 16, 2020, the remuneration system shall apply until their contract is renewed and with the proviso that the performance share plan will continue to have a performance period of three years. This applied to Mr. Levin and Mr. Cortes in fiscal year 2023. In fiscal year 2023, the Supervisory Board extended the appointment of Mr. Levin and Mr. Cortes, which was set to expire on January 17, 2024, for a further term of office in each case. As a result of this, a performance share plan with a four-year performance period also applies to Mr. Levin and Mr. Cortes with effect from fiscal year 2024. The level of the Executive Board remuneration should be appropriate and attractive in the context of the Company’s national and international peer group. Criteria include the tasks of the individual Executive Board member, their personal performance, the eco - nomic situation, and the performance of and outlook for the Company, as well as how customary the remuneration is when measured against the peer group. In this context, comparative studies on remuneration are conducted on a regular basis. The Executive Board and Supervisory Board reported in detail on the remuneration of the Executive Board and Supervisory Board in fiscal year 2022 in the 2022 Remuneration Report. The Annual General Meeting approved the 2022 Remuneration Report on June 1, 2023, with 98.37% of the votes cast. Comments from investors were taken into consider- ation when preparing the Remuneration Report for fiscal year 2023. For example, an explanation of the composition of the peer group was added. The following provides an overview of the remuneration system for the Executive Board that was applicable in fiscal year 2023 before discussing the remuneration components in the same reporting period. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 254 ===== SIDA 255 ===== Overview of the remuneration components The following table provides an overview of the components of the remuneration system applicable to the members of the Executive Board for fiscal year 2023. It also provides an overview of the composition of the individual remuneration components and explains the targets, especially in respect of how the remuneration is intended to foster the Com- pany’s long-term development. 2023 EXECUTIVE BOARD REMUNERATION SYSTEM Component Composition Target Fixed remuneration components Base salary Twelve equal installments payable at month-end The base remuneration and fringe b enefits are intended to reflect the tasks and responsibility of the Executive Board members, provide a basic income, and prevent them from taking inappropriate risks. Fringe benefits In particular: – P rivate use of the first company car; second and third company cars with fuel cards in return for payment of a monthly flat fee; p rivate use of the driver pool to an appropriate extent – A llowance toward health and long-term care insurance and retirement provision – A ccident insurance – I nstallation and private use of security measures – M edical check-up for managers – I nclusion in D&O and criminal legal expenses insurance – B enefits in the event of death – P ossible payment of tax consulting costs Modified fringe benefits for Executive Board members who are also members of the Executive Board of a foreign subsidiary: – E xecutive Board members who are also members of the Executive Board of a foreign subsidiary do not currently receive their fringe benefits from TRATON SE but from the respective foreign subsidiary. – T hese Executive Board members are only entitled to modified fringe benefits from TRATON SE, i.e., they are included in the D&O and criminal legal expenses insurance, they are entitled to benefits in the event of death, and, under certain circumstances, to the payment of tax consulting costs. Occupational retirement provision – R etirement, disability, and surviving dependents’ benefits – I n principle, upon reaching the age of 65 (earlier claims are possible) – D efined contribution system dependent on the performance of certain fund indices – A nnual contribution of 40% of the contractually agreed base salary – E xecutive Board members who are also members of the Executive Board of a foreign subsidiary do not currently receive occupational retirement provision from TRATON SE but from the respective foreign subsidiary. The occupational retirement provision is intended to provide Executive Board members with an adequate pension when they retire. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 255 ===== SIDA 256 ===== 2023 EXECUTIVE BOARD REMUNERATION SYSTEM Component Composition Target Variable remuneration components Profit bonus – P lan type: target bonus – M inimum payment amount: €0 – C ap: 180% of the target amount – A ssessment period: profit bonus fiscal year (year for which the bonus is granted) – P erformance criteria: o Fi nancial subtargets: • O perating return on sales ( 50%) and return on investment (50%) o O perating return on sales is the ratio of operating result in the TRATON Operations business area (including Corporate Items) before tax and excluding adjustments to the corresponding sales revenue. o R eturn on investment is the ratio of operating result in the TRATON Operations business area (including Corporate Items) after tax (normalized tax rate of 30%) and excluding adjustments to the corresponding average invested capital. • T he Supervisory Board defines threshold, target, and maximum values for the financial subtargets for the profit bonus fiscal year. The threshold, target, and maximum values correspond to subtarget achievement of 50%, 100%, and 180%, respectively. Interim values are interpolated on a linear basis. • T he profit bonus depends on target achievement in the profit bonus fiscal year. • T otal financial target achievement = subtarget achievement operating return on sales x 50% + subtarget achievement return on investment x 50% o E SG targets • E nvironmental subtarget (ratio of the number of battery electric vehicles and fuel cell electric vehicles sold to the total number of vehicles sold, excluding the MAN TGE model) weighted at 50% • S ocial subtarget (opinion index) weighted at 50% • G overnance factor (compliance and integrity) of between 0.9 and 1.1 (normal value 1.0) • T he Supervisory Board defines minimum, target, and maximum values for the Environmental and Social subtargets for each fiscal year. The minimum, target, and maximum values correspond to subtarget achievement of 0.7, 1.0, and 1.3, respectively. Interim values are interpolated on a linear basis. • C alculation of the ESG factor: [Environmental subtarget achievement x 50% + Social subtarget achievement x 50%] x Governance factor (0.9–1.1) – P rofit bonus payment amount = individual target amount x financial target achievement x ESG factor – P ayout: generally in cash in the month following approval of the consolidated financial statements for the profit bonus fiscal year The profit bonus is intended to motivate the Executive Board members to pursue ambitious targets during the assessment period. The financial performance targets support the strategic target of achieving competitive earnings power. The integration of sustainability targets reflects the significance of the Environmental, Social, and Governance factors. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 256 ===== SIDA 257 ===== 2023 EXECUTIVE BOARD REMUNERATION SYSTEM Component Composition Target Long-term incentive (LTI) (Note: for Executive Board members appointed prior to December 16, 2020, a three-year performance period continues to apply until their contract is renewed; in all other respects, however, the terms of the LTI are equivalent to the terms of the performance share plan described for fiscal year 2022.) – P lan type: performance share plan – P erformance period: in principle, forward-looking four-year term – M inimum payment amount: €0 – C ap: 200% of the target amount – A llocation of performance shares: at the start of each fiscal year, the individually agreed target amount is divided by the arithmetic mean of the TRATON SE share price (German Securities Identification Number: TRAT0N) in the Xetra trading system of Deutsche Börse AG on the last 30 trading days prior to January 1 of the respective performance period (initial reference price). – T arget setting: at the start of the performance period, the Supervisory Board defines minimum, target, and maximum values for earnings per share (EPS), the audited diluted earnings per TRATON share for continuing and discontinued operations. The minimum, target, and maximum EPS values correspond to target achievement of 50, 100, and 150%, respectively. – C alculation of the payment amount: the final number of performance shares is calculated by multiplying the number of performance shares conditionally allocated at the start of the performance period by the arithmetic mean of the annual EPS target achievement figures during the performance period. The final number of performance shares is then multiplied by the sum of the arithmetic mean of the closing prices on the last 30 trading days prior to the end of the performance period (closing reference price) and the dividends paid per share during the performance period (dividend equivalent). – P ayout: generally in cash in the month following approval of the consolidated financial statements for the last fiscal year of the respective performance period – If the employment contract ends before the end of the performance period due to a bad leaver case (extraordinary termination for cause or revocation of appointment due to a gross breach of duties, resignation, termination without cause by the person concerned, a breach of a contractual or post-contractual restraint on competition), all performance shares will be forfeited. The long-term incentive serves to align the remuneration of the Executive Board members to the Company’s long-term performance. The financial performance target EPS in conjunction with share price performance and the dividends paid, measured over four years, ensures the long-term effect of the behavioral incentives and supports the strategic target of achieving competitive earnings power. Other benefits Special payment – If applicable, on the basis of a separate agreement with the Executive Board member – T he agreement is made in advance for the fiscal year and defines performance criteria for the special payment. Special payments are intended to reward outstanding performance and will only be granted if it is in the Company’s interest to do so and generates a forward-looking benefit for the Company. Benefits agreed with new Executive Board members for a defined period of time or for the entire term of their employment contracts – O ptional payments to compensate for declining variable remuneration or other financial disadvantages – O ptional benefits in connection with relocation – O ptional minimum remuneration guarantee These (compensation) payments are intended to enable the Company to attract qualified candidates for the Executive Board.Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 257 ===== SIDA 258 ===== 2023 EXECUTIVE BOARD REMUNERATION SYSTEM Component Composition Target Other remuneration provisions Penalty and clawback – T he possibility for the Supervisory Board to reduce profit bonuses and the performance share plan by up to 100% or to claw back the remuneration that has already been paid in the case of relevant misconduct during the respective relevant assessment period – C lawback is excluded if more than three years have passed since the variable remuneration component was paid out. The aim is to motivate Executive Board members to maintain lawful and ethical conduct. Maximum remuneration – T he relevant components are the base salary paid for the respective fiscal year, the service cost for occupational retirement provision, the fringe benefits granted, the profit bonuses granted for the respective fiscal year and paid out in the following year, the performance share plan paid out in the respective fiscal year and for which the performance period ended immediately before the respective fiscal year, any special payment granted for the respective fiscal year, and any benefits granted to new Executive Board members. – € 5,500 thousand gross for the Chairman of the Executive Board per fiscal year; in general, €3,700 thousand gross for the members of the Executive Board per fiscal year; in deviation from this €1,750 thousand gross for Mr. Cortes and €4,000 thousand gross for the member of the Executive Board who is also CEO of Scania AB and/or Scania CV AB, and €4,000 thousand gross for the member of the Executive Board who is also CEO of Navistar – T he maximum remuneration for Executive Board members who are also members of the Executive Board of a foreign subsidiary consists of the total remuneration from TRATON SE together with that from the respective subsidiary. – If the maximum remuneration is exceeded, the variable remuneration components will be reduced accordingly. The aim is to ensure that the remuneration of Executive Board members is not inappropriately high when measured against the peer group. Remuneration of the Executive Board members appointed in fiscal year 2023 Members of the Executive Board in fiscal year 2023 On the one hand, the Executive Board of TRATON SE is made up of members who are also members of the Executive Board of a foreign subsidiary and receive their remuneration proportionately from TRATON SE and from the respective foreign subsidiary. On the other, it consists of members who are only members of the Executive Board of TRATON SE or also members of the Executive Board of a German subsidiary. These Executive Board members are remunerated entirely by TRATON SE; if they hold an additional Executive Board function at a German subsidiary, part of their remuneration will be reimbursed by way of intercompany charging. The members of the Executive Board receive no additional remuneration for discharging further mandates in the management bodies, supervisory boards, or comparable bodies of other Group companies in the course of their board activity. Should such remuneration be granted nonetheless, it will be offset against the remuneration for the activity as a member of the Executive Board of TRATON SE. In fiscal year 2023, the Executive Board of TRATON SE had the following members: Christian Levin: Mr. Levin has been a member of the Executive Board since the effective date of the change of legal form of TRATON AG to TRATON SE on the day this was entered in the commercial register in 2019, and has been the Chief Executive Officer and Chairman of the Executive Board since October 1, 2021. Mr. Levin has also been Chief Executive Officer of Scania AB and Scania CV AB since May 1, 2021. Since October 1, 2021, the remu- neration has been divided between TRATON SE and Scania CV AB based on areas of responsibility. Since May 1, 2021, Mr. Levin has received fringe benefits and occupational retirement provision solely from Scania CV AB. Mathias Carlbaum: Mr. Carlbaum has been a member of the Executive Board since October 1, 2021, and, in addition, Chief Executive Officer and President of Navistar since September 1, 2021, on the basis of a secondment agreement between him, Scania CV AB, and Navistar. Since October 1, 2021, 20% of his fixed and variable remuneration has been Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 258 ===== SIDA 259 ===== borne by TRATON SE and 80% by Navistar. The fringe benefits for Mr. Carlbaum are borne by Navistar. All pension expenses and some fringe benefits were paid by Scania CV AB, with which Mr. Carlbaum still has a dormant employment contract, and charged on to Navistar. Antonio Roberto Cortes: Mr. Cortes has been a member of the Executive Board since the effective date of the change of legal form of TRATON AG to TRATON SE on the day this was entered in the commercial register in 2019, and is also Chief Executive Officer of Volkswagen Truck & Bus Latin America Indústria e Comércio de Veículos Ltda. (Volkswagen Truck & Bus), formerly MAN Latin America Indústria e Comércio de Veículos Ltda. Mr. Cortes received 20% of his fixed and variable remuneration from TRATON SE and 80% from Volkswagen Truck & Bus. Mr. Cortes received fringe benefits and occupational pension benefits solely from Volkswagen Truck & Bus. Dr. Michael Jackstein: Dr. Jackstein has been a member of the Executive Board of TRATON SE since April 1, 2023. Catharina Modahl Nilsson: Ms. Modahl Nilsson has been a member of the Executive Board of TRATON SE since April 1, 2023. Ms. Modahl Nilsson has also been the CTO of TRATON AB since April 1, 2023. Ms. Modahl Nilsson received 20% of her fixed and variable remuneration from TRATON SE and 80% from TRATON AB. Ms. Modahl Nilsson received fringe benefits and occupational pension benefits solely from TRATON AB. Annette Danielski: Ms. Danielski was a member of the Executive Board since October 1, 2021. Ms. Danielski left the Executive Board effective March 31, 2023. Bernd Osterloh: Mr. Osterloh was a member of the Executive Board since May 1, 2021. Mr. Osterloh left the Executive Board effective March 31, 2023. Alexander Vlaskamp: Mr. Vlaskamp has been a member of the Executive Board since November 25, 2021, and is also Chief Executive Officer of MAN Truck & Bus SE. Mr. Vlaskamp received no separate remuneration in fiscal year 2023 for his role at MAN Truck & Bus SE. The Supervisory Board of MAN Truck & Bus SE resolved to reimburse TRATON SE for 80% of the remuneration expenses by way of intercompany charging. Remuneration granted and owed in fiscal year 2023 In accordance with section 162 (1) sentence 1 of the AktG, the remuneration report must detail the remuneration granted and owed to each individual member of the Executive Board in the past fiscal year. Table overview The following tables show the remuneration actually received by the members of the Executive Board in fiscal year 2023. The time of actual payment is not significant. Corre- spondingly, the remuneration granted in 2023 includes the base salary paid in fiscal year 2023, the fringe benefits, and the profit bonus for fiscal year 2023 paid in the month following approval of the Company’s 2023 Consolidated Financial Statements. In fiscal year 2023, the LTI with the 2020–2022 performance period was also paid out and is reported as remuneration granted. As the companies were not in arrears with the pay - ment of remuneration components, the tables do not show any remuneration owed. The relative portions shown in the tables refer to the remuneration components “granted and owed” in the respective fiscal year in accordance with section 162 (1) sentence 1 of the AktG. They therefore include all benefits actually received by the members of the Executive Board in the respective fiscal year, irrespective of which fiscal year they were paid for. The relative portions shown here are therefore not comparable with the respec- tive relative portions of the fixed and variable remuneration components in total remu- neration as contained in the description of the remuneration system in accordance with section 87a (1) sentence 2 no. 3 of the AktG. The portions shown in the remuneration system refer to the respective target values granted for the respective fiscal year, irre - spective of the time at which the remuneration component in question is paid out. Pension expense is reported as service cost within the meaning of IAS 19. The service cost in accordance with IAS 19 does not constitute remuneration granted or owed within the meaning of section 162 (1) sentence 1 of the AktG as it is not actually received by the Executive Board member in the year under review. It also includes other pension benefits such as surviving dependents’ benefits and the use of company cars, as well as defined contribution pension plans where these are provided for under foreign legislation. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 259 ===== SIDA 260 ===== The maximum remuneration is the maximum remuneration within the meaning of sec- tion 87a (1) sentence 2 no. 1 of the AktG in accordance with the remuneration system resolved by the Supervisory Board and approved by the Annual General Meeting. In addition, the employment contracts of the Executive Board members contain a penalty and clawback provision in accordance with the approved remuneration system. TRATON SE did not make use of these regulations in fiscal year 2023. To the extent that members of the Executive Board left during fiscal year 2023, only the portion of remuneration attributable to the period of their Executive Board appointment is shown in the following tables. If such Executive Board members receive remuneration for periods after the termination of their Executive Board appointment, e.g., in the case of an expiring employment contract, this is reported in the “Remuneration of former Executive Board members” section. Further explanations about the individual tables can be found below the tables. CHRISTIAN LEVIN 2023 Remuneration component € thousand 1 in % Fixed remuneration components Base salary TRATON SE 1,220 47 Scania 630 Fringe benefits TRATON SE – 1 Scania 32 Total TRATON SE 1,220 48 Scania 662 Total 1,882 Variable remuneration components – P rofit bonus 2023 (target amount €1,350 thousand per annum) TRATON SE 1,094 52 Scania 957 – L TI 2020–2022 (performance share plan, three-year term; target amount €930 thousand per annum; m inus advance payment 2) TRATON SE 0 0 TRATON AB 0 Subtotal — remuneration granted and owed without repayment/offsetting 3 TRATON SE 2,314 100 Scania 1,619 TRATON AB 0 Total 3,933 – R epayment/offsetting of advance payment 4 TRATON SE –121 – TRATON AB –483 Sum — re muneration granted and owed TRATON SE 2,193 – Scania 1,619 TRATON AB –483 Total 3,329 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 260 ===== SIDA 261 ===== CHRISTIAN LEVIN 2023 Remuneration component € thousand 1 in % Pension expenses TRATON SE – – Scania 918 Total remuneration including pension expenses TRATON SE 2,193 Scania 2,537 TRATON AB –483 Total 4,247 Maximum remuneration Total 5,500 1 C ontractually agreed exchange rate: SEK 10.78 = €1 2 Mr . Levin received an advance payment on the LTI 2020–2022 of €149 thousand (TRATON SE) and €595 thou- sand (TRATON AB) at the beginning of fiscal year 2021. The advance payment does not represent remuneration granted in fiscal year 2023 and is therefore not shown in the table. However, the payment amount of the per- formance share plan for the 2020–2022 performance period calculated after the end of the performance peri- od fell short of the advance payments already made. No further payment amount from the performance share plan for the 2020–2022 performance period is therefore reported as remuneration granted in fiscal year 2023. 3 Subt otal without taking into account the repayment/offsetting of the advance payment, which results in a negative amount granted (see footnote 4). This subtotal is used solely to calculate the relative portions (as a percentage) of the remuneration actually granted to the members of the Executive Board in fiscal year 2023. 4 The L TI 2020–2022 had a target achievement that would have led to payment amounts of €28 thousand ( TRATON SE) and €112 thousand (TRATON AB) and thus below the amounts of the advance payments already made to Mr. Levin in fiscal year 2021. Mr. Levin was therefore obliged to repay the differences of €121 thousand (TRATON SE) and €483 thousand (TRATON AB), which are shown here as negative amounts granted. In Mr. Levin’s case, these amounts were offset against the profit bonus to be paid out for fiscal year 2022 in fiscal year 2023, the amount of which was reported in the 2022 Remuneration Report. MATHIAS CARLBAUM 2023 Remuneration component € thousand in % Fixed remuneration components Base salary TRATON SE 150 34 Navistar 600 Fringe benefits TRATON SE – 15 Navistar1 321 Total TRATON SE 150 48 Navistar 921 Total 1,071 Variable remuneration components – P rofit bonus 2023 (target amount €750 thousand per annum) TRATON SE 228 52 Navistar 911 Sum — re muneration granted and owed TRATON SE 378 100 Navistar 1,832 Total 2,210 Pension expenses TRATON SE – – Navistar 336 Total remuneration including pension expenses TRATON SE 378 Navistar 2,168 Total 2,546 Maximum remuneration Total 4,000 1 The f ringe benefits also include benefits due to Mr. Carlbaum’s secondment to Navistar. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 261 ===== SIDA 262 ===== ANTONIO ROBERTO CORTES 2023 Remuneration component € thousand 1 in % Fixed remuneration components Base salary TRATON SE 126 52 Volkswagen Truck & Bus 504 Fringe benefits TRATON SE – 4 Volkswagen Truck & Bus 49 Total TRATON SE 126 56 Volkswagen Truck & Bus 553 Total 679 Variable remuneration components – P rofit bonus 2023 (target amount €350 thousand per annum) TRATON SE 106 44 Volkswagen Truck & Bus 425 – L TI 2020–2022 (performance share plan, three-year term; target amount €310 thousand per annum; minus advance payment 2) TRATON SE 0 0 Volkswagen Truck & Bus 0 Subtotal — remuneration granted and owed without repayment/offsetting 3 TRATON SE 232 100 Volkswagen Truck & Bus 978 Total 1,210 Repayment/offsetting of advance payment 4 TRATON SE –40 – Volkswagen Truck & Bus –161 Sum — re muneration granted and owed TRATON SE 192 – Volkswagen Truck & Bus 817 Total 1,009 ANTONIO ROBERTO CORTES 2023 Remuneration component € thousand 1 in % Pension expenses TRATON SE – – Volkswagen Truck & Bus 249 Total remuneration including pension expenses TRATON SE 192 Volkswagen Truck & Bus 1,066 Total 1,258 Maximum remuneration Total 1,750 1 C ontractually agreed exchange rate: BRL 5.33 = €1 2 Mr . Cortes received an advance payment on the LTI 2020–2022 of €50 thousand (TRATON SE) and €198 thou- sand (Volkswagen Truck & Bus) at the beginning of fiscal year 2021. The advance payment does not represent remuneration granted in fiscal year 2023 and is therefore not shown in the table. However, the payment amount of the performance share plan for the 2020–2022 performance period calculated after the end of the performance period fell short of the advance payments already made. No further payment amount from the performance share plan for the 2020–2022 performance period is therefore reported as remuneration granted in fiscal year 2023. 3 Subt otal without taking into account the repayment/offsetting of the advance payment, which results in a negative amount granted (see footnote 4). This subtotal is used solely to calculate the relative portions (as a percentage) of the remuneration actually granted to the members of the Executive Board in fiscal year 2023. 4 The LTI 2020–2022 had a target achievement that would have led to payment amounts of €9 thousand ( TRATON SE) and €37 thousand (Volkswagen Truck & Bus) and thus below the amounts of the advance payments already made to Mr. Cortes in fiscal year 2021. Mr. Cortes was therefore obliged to repay the differences of €40 thousand (TRATON SE) and €161 thousand (Volkswagen Truck & Bus), which are shown here as negative amounts granted. In Mr. Cortes’s case, these amounts were offset against the profit bonus to be paid out for fiscal year 2022 in fiscal year 2023, the amount of which was reported in the 2022 Remuneration Report. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 262 ===== SIDA 263 ===== ANNETTE DANIELSKI 1 2023 Remuneration component € thousand in % Fixed remuneration components Base salary 175 39 Fringe benefits 12 3 Total 187 41 Variable remuneration components – P rofit bonus 2023 (target amount €700 thousand per annum) 266 59 Sum — re muneration granted and owed 453 100 Pension expenses 123 – Total remuneration including pension expenses 576 Maximum remuneration 925 1 Until Mar ch 31, 2023 DR. MICHAEL JACKSTEIN 1 2023 Remuneration component € thousand in % Fixed remuneration components Base salary 525 38 Fringe benefits 62 4 Total 587 42 Variable remuneration components – P rofit bonus 2023 (target amount €700 thousand per annum) 797 58 Sum — re muneration granted and owed 1,384 100 Pension expenses 210 – Total remuneration including pension expenses 1,594 Maximum remuneration 2,775 1 F rom April 1, 2023 CATHARINA MODAHL NILSSON 1 2023 Remuneration component € thousand 2 in % Fixed remuneration components Base salary TRATON SE 105 39 TRATON AB 420 Fringe benefits TRATON SE – 2 TRATON AB 21 Total TRATON SE 105 41 TRATON AB 441 Total 546 Variable remuneration components – P rofit bonus 2023 (target amount €700 thousand per annum) TRATON SE 159 59 TRATON AB 638 Sum — re muneration granted and owed TRATON SE 264 100 TRATON AB 1,079 Total 1,343 Pension expenses TRATON SE – – TRATON AB 264 Total remuneration including pension expenses TRATON SE 264 TRATON AB 1,343 Total 1,607 Maximum remuneration Total 2,775 1 F rom April 1, 2023 2 C ontractually agreed exchange rate: SEK 10.78 = €1 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 263 ===== SIDA 264 ===== BERND OSTERLOH 1 2023 Remuneration component € thousand in % Fixed remuneration components Base salary 175 37 Fringe benefits 29 6 Total 204 43 Variable remuneration components – P rofit bonus 2023 (target amount €700 thousand per annum) 266 57 Sum — re muneration granted and owed 470 100 Pension expenses 93 – Total remuneration including pension expenses 563 Maximum remuneration 925 1 Until Mar ch 31, 2023 ALEXANDER VLASKAMP 2023 Remuneration component € thousand in % Fixed remuneration components Base salary 700 38 Fringe benefits 72 4 Total 772 42 Variable remuneration components – P rofit bonus 2023 (target amount €700 thousand per annum) 1,063 58 Sum — re muneration granted and owed 1,835 100 Pension expenses 289 – Total remuneration including pension expenses 2,124 Maximum remuneration 3,700 Explanation Additional contractual agreements with the members of the Executive Board The Company pays the costs of a tax advisor for Mr. Vlaskamp. A contractual arrangement with Mr. Cortes specifies the payment of an amount to com- pensate for the higher tax burden in Germany. Until the end of her appointment, i.e., until March 31, 2023, Ms. Danielski received reimbursement of the costs of weekly family trips home and of accommodation at her regular place of work. These benefits largely ended when she left the Executive Board. For more information, refer to the “Benefits and defined benefits in connection with termination” section. Until the end of his appointment, i.e., until March 31, 2023, Mr. Osterloh received reimbursement of the costs of weekly family trips home and of accommodation at his regular place of work. These benefits largely ended when he left the Executive Board. In addition, TRATON SE agreed to reimburse Mr. Osterloh for the costs of obtaining a class C/CE driver’s license, including the associated follow-up costs and travel expenses to and from driving lessons in Munich, until June 30, 2023. For more information, refer to the “Benefits and defined benefits in connection with termination” section. For the duration of his appointment, Dr. Jackstein will be reimbursed for the costs of accommodation at his regular place of work and for weekly family trips home. These benefits for members of the Executive Board are reported in the amounts included for fringe benefits. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 264 ===== SIDA 265 ===== Performance criteria for variable remuneration Profit bonus performance criteria Financial subtargets The following overviews show the values defined by the Supervisory Board for the thresh- old, target, and maximum values for the financial subtargets, namely operating return on sales and return on investment for fiscal year 2023, and the actual values or target achievement in percent. 2023 Operating return on sales Maximum value 10.8% 100% target level 6.0% Threshold value 4.0% Actual 8.0% Target achievement (in %) 132% Return on investment Maximum value 13.8% 100% target level 7.7% Threshold value 3.8% Actual 13.6% Target achievement (in %) 177% Overall target achievement 155% The indicator relevant for calculating operating return on sales and return on investment is operating result in the TRATON Operations business area, including Corporate Items. Operating return on sales for the TRATON Operations business area including Corporate Items is the ratio of operating result in the TRATON Operations business area including Corporate Items to sales revenue. Both variables are calculated as the sum of the values presented in the annual report for the TRATON Operations business area and Corporate Items. The return on investment (ROI) for the TRATON Operations business area including Corporate Items is calculated as the ratio of operating result in the TRATON Operations business area including Corporate Items after tax to the annual average invested capital in the TRATON Operations business area including Corporate Items. The return on investment is based on an average tax rate of 30% and average invested capital of €18,543 million. ESG targets The following overview shows the values defined by the Supervisory Board for the minimum, target, and maximum values for the Environmental subtarget and the Social subtarget for fiscal year 2023, and the actual values or target achievement in percent in fiscal year 2023. The Environmental subtarget is based on the decarbonization target. This is based on the ratio of the number of battery electric vehicles and fuel cell electric vehicles sold to the total number of vehicles sold, excluding the MAN TGE model. The minimum, target, and maximum values for the Environmental subtarget are defined by the Supervisory Board for each fiscal year and are based in particular on the business plan to achieve a consistently high proportion of battery electric and fuel cell electric vehicles. The Social subtarget is based on the opinion index. The opinion index reflects the results of the Stimmungsbarometer employee survey in the TRATON GROUP, which regularly surveys employee satisfaction in the companies of the TRATON GROUP and also evaluates characteristics of the corporate culture. The minimum, target, and maximum values for the Social subtarget are defined by the Supervisory Board for each fiscal year and are based in particular on the results of previous years and on current developments. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 265 ===== SIDA 266 ===== ENVIRONMENTAL (DECARBONIZATION TARGET) in % 2023 Maximum value 1.46 100% target level 0.97 Minimum value 0.49 Actual 0.58 Subtarget achievement 0.75 SOCIAL (OPINION INDEX) Points 2023 Maximum value 79 100% target level 75 Minimum value 71 Actual 77.8 Subtarget achievement 1.21 For fiscal year 2023, the Supervisory Board defined a normal value of 1.0 for the Gover - nance factor, taking account of and assessing the performance of the Executive Board as a whole and the performance of the current individual members of the Executive Board. To determine the Governance factor, the Supervisory Board assesses the collective performance of the Executive Board in the first step. In the second step, the Supervisory Board assesses the performance of each individual Executive Board member in terms of integrity and compliance. The Supervisory Board can increase the Governance factor to 1.1 or reduce it to 0.9 on the basis of the collective and individual assessment. If there are no special circumstances in a fiscal year, the Governance factor is 1.0 (normal value). The ESG factor for fiscal year 2023 is therefore 0.98, taking into account the achievement of the Environmental subtarget, the Social subtarget, and the Governance factor. LTI performance criteria LTI introductory phase In the introductory phase of the performance share plan, those members of the Executive Board who were members of the Executive Board as of January 17, 2019, received advance payments of 80% of their target amount for the first two tranches (2019–2021 tranche and 2020–2022 tranche) of the performance share plan. This affected Mr. Cortes, Mr. Drees, Professor Intra, Mr. Levin, and Mr. Schulz. By contrast, Mr. Henriksson waived any advance payment for the 2020–2022 tranche. The two advances were each paid after the first year of the performance period. These amounts are offset against the actual achievement of targets at the end of the relevant three-year performance period. The advances on the 2020–2022 tranche were paid out at the start of fiscal year 2021 and reported as remu - neration received in the 2020 Remuneration Report. These advances were deducted when calculating the payment amounts from the 2020–2022 tranche. EPS target values The following overviews show the minimum, target, and maximum values defined by the Supervisory Board at the beginning of the relevant 2020–2022, 2021–2023, 2021–2024, 2022–2024, 2022–2025, 2023–2025, and 2023–2026 performance periods, and the actual values and target percentage achievement already achieved for individual years in the assessment period. The performance share plans for the 2021–2023, 2021–2024, 2022–2024, 2022–2025, 2023–2025, and 2023–2026 performance periods were not yet due and were not paid out in fiscal year 2023. They therefore do not represent remuner- ation granted or owed in fiscal year 2023. The performance share plan due for payment in fiscal year 2023 for the 2020–2022 per - formance period is based on the target achievement of the EPS of TRATON shares. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 266 ===== SIDA 267 ===== 2020–2022 PERFORMANCE PERIOD EPS TRATON SHARES € 2022 2021 2020 Maximum value 4.32 4.32 4.32 100% target level 2.90 2.90 2.90 Minimum value 1.95 1.95 1.95 Actual 2.28 0.91 –0.20 Target achievement (in %) 67.37 0 0 The total target achievement of the EPS in the 2020–2022 performance period is therefore 22.46%. The previous EPS target achievement for the past fiscal years of a performance period of performance share plans that were not yet due in fiscal year 2023 and were therefore not yet paid out can be seen in the following overview: 2021–2023 PERFORMANCE PERIOD EPS TRATON SHARES € 2023 2022 2021 Maximum value 4.32 4.32 4.32 100% target level 2.90 2.90 2.90 Minimum value 1.95 1.95 1.95 Actual 4.90 2.28 0.91 Target achievement (in %) 150.00 67.37 0 2021–2024 PERFORMANCE PERIOD EPS TRATON SHARES € 2023 2022 2021 Maximum value 4.32 4.32 4.32 100% target level 2.90 2.90 2.90 Minimum value 1.95 1.95 1.95 Actual 4.90 2.28 0.91 Target achievement (in %) 150.00 67.37 0 2022–2024 PERFORMANCE PERIOD EPS TRATON SHARES € 2023 2022 Maximum value 4.32 4.32 100% target level 2.90 2.90 Minimum value 1.95 1.95 Actual 4.90 2.28 Target achievement (in %) 150.00 67.37 2022–2025 PERFORMANCE PERIOD EPS TRATON SHARES € 2023 2022 Maximum value 4.32 4.32 100% target level 2.90 2.90 Minimum value 1.95 1.95 Actual 4.90 2.28 Target achievement (in %) 150.00 67.37 2023–2025 PERFORMANCE PERIOD EPS TRATON SHARES € 2023 Maximum value 4.32 100% target level 2.90 Minimum value 1.95 Actual 4.90 Target achievement (in %) 150.00 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 267 ===== SIDA 268 ===== 2023–2026 PERFORMANCE PERIOD EPS TRATON SHARES € 2023 Maximum value 4.32 100% target level 2.90 Minimum value 1.95 Actual 4.90 Target achievement (in %) 150.00 Reference prices/dividend equivalent for the performance period The initial reference price, closing reference price, and dividend equivalent for TRATON shares for the 2020–2022 performance period are shown in the following overview. € 2020–2022 Initial reference price 24.58 Closing reference price 14.69 Dividend equivalent 2020 1.00 2021 0.25 2022 0.50 The reference prices and dividend equivalents for TRATON shares for the performance periods of the performance share plans not yet due and not yet paid out in fiscal year 2023 are shown in the following overview. € 2023–2026 2023–2025 2022–2025 2022–2024 2021–2024 2021–2023 Initial reference price 14.69 14.69 21.70 21.70 22.40 22.40 Closing reference price 1 – – – – – 20.42 Dividend equivalent 2021 – – – – 0.25 0.25 2022 – – 0.50 0.50 0.50 0.50 2023 0.70 0.70 0.70 0.70 0.70 0.70 1 Det ermined at the end of the performance period Repayment/offsetting of advance payments As described in the “LTI introductory phase” section, TRATON SE already made advance payments to Executive Board members Mr. Levin and Mr. Cortes and former Executive Board members Mr. Drees, Professor Intra, and Mr. Schulz for the performance share plan for the 2020–2022 performance period in fiscal year 2021, which will be offset against the actual payment amount of this tranche of the performance share plan after the end of the performance period. The payment amount calculated after the end of the perfor - mance period for the performance share plan for the 2020–2022 performance period fell short of the advance payments already made. For this reason, no further payment amount for this tranche of the performance share plan is shown in the 2023 Remuneration Report as remuneration granted for the Executive Board members with whom advance pay - ments for the performance share plan for the 2020–2022 performance period were agreed. TRATON SE and its subsidiaries claimed back the difference between the advance payment made and the calculated payment amount from the performance share plan for the 2020–2022 performance period from the members of the Executive Board who received advance payments for the performance share plan for the 2020–2022 perfor - mance period. In the first step, TRATON SE and its subsidiaries deducted the relevant amount from the amount paid out under the profit bonus for 2022, which was paid out in fiscal year 2023 and reported in the 2022 Remuneration Report, and — if the amount paid out under the profit bonus for 2022 was not sufficient to meet the amount to be claimed back — ask ed the members of the Executive Board to repay the difference in the second step or offset the amount against further claims of the relevant member of the Executive Board against the Company in the second. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 268 ===== SIDA 269 ===== Alignment with the remuneration system The remuneration granted and owed to the members of the Executive Board in fiscal year 2023 complies with the requirements of the Executive Board remuneration system. There was no deviation from the valid remuneration system in fiscal year 2023. The profit bonus payments and the payments under the performance share plan for the 2020–2022 performance period were not reduced because the caps of 180% on the profit bonus target amount and 200% on the target amount for the performance share plan were not exceeded. Overall, the remuneration granted and owed to the members of the Executive Board in fiscal year 2023 did not exceed the maximum remuneration prescribed by the remuneration system. Benefits and defined benefits in connection with termination Benefits and defined benefits granted to members of the Executive Board in the event of early termination The Executive Board remuneration system and employment contracts of the members of the Executive Board prescribe termination periods and severance payments in the event of revocation of the appointment of a member of the Executive Board and the mutual termination of the Executive Board function. If an appointment is revoked with- out cause within the meaning of section 626 of the Bürgerliches Gesetzbuch (BGB — Ger- man Civil Code), the employment contract will generally end after a period of twelve months. Other than in cases of cause justifying extraordinary termination of the employ- ment contract by the Company, members of the Executive Board receive a severance payment in the amount of their gross remuneration for the remaining period of the employment contract, capped at twice the annual gross income. As a rule, the annual gross income used as the basis for calculating the severance payment consists of the base salary paid in the previous year plus the variable remuneration components defined for the previous year. The severance payment is paid in twelve equal monthly gross installments from the end of the employment contract. Contractual remuneration paid by the Company for the time between termination of the appointment and the end of the employment contract is offset against the severance payment. If a member of the Executive Board takes up a new position after termination of the appointment, the severance payment will be reduced by the income from the new position. If a post-contractual restraint on compe- tition has been agreed, the severance payment will be offset against the waiting allow - ance. No severance payment will be made if the member of the Executive Board contin- ues to work for the Company or for another Volkswagen Group company in the context of an employment contract. The members of the Executive Board are also generally entitled to retirement, disability, and surviving dependents’ benefits in the event of early termination of their appointment without having entered retirement (cf. the following section for further information), although the minimum plan assets will only be maintained as ratably reduced plan assets pursuant to sections 2 (1) and 2a (1) of the Gesetz zur Verbesserung der betrieblichen Altersversorgung (BetrAVG — Ger man Occupational Pensions Act). Pursuant to section 2a (2) item 2a) of the Betr AVG, the maintained portion of the minimum plan assets is adjusted by 1% per annum from the Board member’s departure from the Company until the benefits fall due. Defined benefits granted to members of the Executive Board in the event of regular termination of their role TRATON SE generally grants retirement, disability, and surviving dependents’ benefits to the members of the Executive Board. As a rule, the agreed retirement benefits are paid when the Executive Board member reaches the age of 65. However, Executive Board members who are also members of the Executive Board of a foreign subsidiary of TRATON SE do not receive retirement benefits from TRATON SE but from the respective foreign subsidiary. TRATON SE manages the occupational pension plans for Executive Board members Dr. Jackstein and Mr. Vlaskamp, as well as the former Executive Board members Ms. Danielski and Mr. Osterloh, who left in fiscal year 2023. The occupational pension plans for the other members of the Executive Board are maintained by Scania CV AB (Mr. Levin and Mr. Carlbaum), TRATON AB (Mr. Levin and Ms. Modahl Nilsson), and Volkswagen Truck & Bus (Mr. Cortes). Entitlements to such benefits granted by TRATON SE are accumulated under a defined contribution system, the Capital Account Plan, with the value of benefits dependent upon the performance of certain fund indices. TRATON SE pays an annual contribution of 40% of the contractually agreed fixed remuneration in the calendar year. Executive Board members may elect to make contributions themselves out of their gross salary. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 269 ===== SIDA 270 ===== Contributions and interest are held in individual capital accounts. The performance of the capital account is directly linked to the capital markets and is determined by a basket of indices and other suitable parameters. The risk of the investments is gradually reduced as the beneficiaries get older (life cycle concept). At retirement, the beneficiary may elect to receive the balance of the capital account, or at a minimum the total amount of the contributions, as a lump-sum payment, in install- ments, or as an annuity at an insurance rate valid as of the date of retirement. In the event of disability or death, the beneficiary is paid the accumulated account bal- ance, or a minimum of €2,000 thousand. The following overview shows the individual pension entitlements of the members of the Executive Board and their cash value as of December 31, 2023, as well as the pension expenses incurred in fiscal year 2023, if applicable considering the special features of the applicable foreign legislation in each case. The measurement of post-employment benefits also includes other pension benefits such as surviving dependents’ benefits and the use of company cars, as well as defined contribution plans provided for by foreign legislation where pension expenses are incurred in the year under review. € thousand Cash value Pension expenses in fiscal year 2023 Christian Levin (Scania) 555 918 Mathias Carlbaum (Scania) 277 336 Antonio Roberto Cortes (Volkswagen Truck & Bus) – 249 Annette Danielski (TRATON SE) 1,319 490 Dr. Michael Jackstein (TRATON SE) 210 210 Catharina Modahl Nilsson (TRATON AB) – 264 Bernd Osterloh (TRATON SE) 851 373 Alexander Vlaskamp (TRATON SE) 602 289 In the event of the regular termination of their function, the members of the Executive Board who previously had a company car provided to them by TRATON SE may be able to continue using their company car under certain circumstances. These include the respective Executive Board member having held the function for a total of at least ten years, or having worked for the Company for a total of at least 15 years, or the Supervisory Board considering the provision of a company car in retirement to be appropriate and in the Company’s interest. On account of Mr. Osterloh’s long service with the Volkswagen Group, it was agreed in his employment contract that the minimum term of office that is the condition for the use of a company car in retirement should be considered to have been fulfilled when he retires at the end of his term of office. In connection with the termination of the appoint- ment of Mr. Osterloh effective March 31, 2023, it was therefore clarified that Mr. Osterloh is also entitled to receive a company car from TRATON after his retirement. No other changes were made to the commitments explained in this section in fiscal year 2023. Benefits and defined benefits to members of the Executive Board who stepped down in fiscal year 2023 Ms. Danielski and Mr. Osterloh left the Executive Board in fiscal year 2023. Ms. Danielski was originally appointed as a member of the Executive Board of TRATON SE until the end of September 30, 2024. TRATON SE and Ms. Danielski mutually agreed to terminate her appointment to the Executive Board early effective the end of March 31, 2023. TRATON SE entered into a termination agreement with Ms. Danielski in connection with the termination. Among other things, the subject of this termination agreement is the continuation of the employment contract until the end of the regular termination date, i.e., until the end of September 30, 2024. TRATON SE agreed to continue paying Ms. Danielski her monthly base salary until the termination date of her employment contract. For fiscal year 2023, Ms. Danielski receives a profit bonus without any ratable reduction of the target amount and participates in the performance share plan for the 2023–2026 performance period without any ratable reduction of the target amount. In fiscal year 2024, the target amount of the profit bonus and the performance share plan Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 270 ===== SIDA 271 ===== for the 2024–2027 performance period will each be reduced ratably to 9/12. Calculation and payment of variable remuneration are based on the arrangements laid down in the employment contract in conjunction with the conditions for the profit bonus and the conditions for the performance share plan. The penalty and clawback provisions are applied to the remuneration paid up to the date of termination of the employment con- tract. Ms. Danielski will continue to have her company cars at her disposal for private use until the termination of her employment contract and is generally entitled to fringe benefits until the termination date of her employment contract. Notwithstanding this, TRATON SE only paid the costs for accommodation at the regular place of work until the end of the notice period of a rental agreement, but not beyond June 30, 2023. TRATON SE will pay pension contributions for Ms. Danielski until the termination date of her employ- ment contract. Mr. Osterloh was originally appointed as a member of the Executive Board of TRATON SE until the end of April 30, 2024. TRATON SE and Mr. Osterloh mutually agreed to terminate his appointment to the Executive Board early effective the end of March 31, 2023. TRATON SE entered into a termination agreement with Mr. Osterloh in connection with the termination. Among other things, the subject of this termination agreement is the continuation of the employment contract until the end of the regular termination date, i.e., until the end of April 30, 2024. TRATON SE agreed to continue paying Mr. Osterloh his monthly base salary until the termination date of his employment contract. For fiscal year 2023, Mr. Osterloh receives a profit bonus without any ratable reduction of the target amount and participates in the performance share plan for the 2023–2026 performance period without any ratable reduction of the target amount. In fiscal year 2024, the target amount of the profit bonus and the performance share plan for the 2024–2027 perfor - mance period will each be reduced ratably to 4/12. Calculation and payment of variable remuneration are based on the arrangements laid down in the employment contract in conjunction with the conditions for the profit bonus and the conditions for the perfor - mance share plan. The penalty and clawback provisions are applied to the remuneration paid up to the date of termination of the employment contract. Mr. Osterloh will continue to have his company cars at his disposal for private use until the termination of his employment contract and is generally entitled to fringe benefits until the termination date of his employment contract. It was also clarified that Mr. Osterloh is entitled to a company car after his retirement. Notwithstanding the agreements in the employment contract, TRATON SE only paid the costs for accommodation at the regular place of work until the end of the notice period of a rental agreement, but not beyond June 30, 2023. The reimbursement of the costs of obtaining a class C/ CE driver’s license, including the associated follow-up costs and travel expenses to and from driving lessons in Munich, ceased as a result of Mr. Osterloh’s departure from the Executive Board effective June 30, 2023. TRATON SE will pay pension contributions for Mr. Osterloh until the termination date of his employment contract. No clawback in fiscal year 2023 TRATON SE did not claw back any variable remuneration components in fiscal year 2023 on the basis of the penalty and clawback conditions agreed with the members of the Executive Board. None of the circumstances justifying such a clawback existed. To the extent that Executive Board members were obliged to repay the advance payment under the performance share plan for the 2020–2022 performance period, these obliga- tions were not based on breaches of the agreed penalty and clawback conditions, but instead on the provisions of the employment contracts agreed when the advance pay - ments were granted in the event that the payment amount under the performance share plan exceeds the advance payment already made. Remuneration of former Executive Board members In accordance with section 162 (1) sentence 1 of the AktG, the remuneration report must also detail the remuneration granted and owed to former members of the Executive Board. Remuneration granted and owed in fiscal year 2023 (individual) In accordance with section 162 (5) sentence 2 of the AktG, the obligation to report indi- vidually on the remuneration granted and owed to former members of the Executive Board extends to the remuneration granted and owed until the end of ten years after the fiscal year in which the former Executive Board member ended their role as a member of the Executive or Supervisory Board of TRATON SE. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 271 ===== SIDA 272 ===== Table overview The following tables show the individual remuneration granted and owed in fiscal year 2023 to former members of the Executive Board who stepped down after fiscal year 2013. The profit bonuses for fiscal year 2023 paid out at the start of 2024 as well as the perfor- mance share plan with the 2020–2022 tranche paid out in fiscal year 2023 are included in the remuneration granted in fiscal year 2023 for both active and former members of the Executive Board. ANNETTE DANIELSKI Member of the Executive Board of TRATON SE, CFO Left March 31, 2023 2023 € thousand in % Pension payments – – Base salary 525 39 Fringe benefits 32 2 Profit bonus 2023 797 59 Severance payments – – Sum — re muneration granted and owed 1,354 100 Pension expenses 368 – JOACHIM DREES Member of the Executive Board of TRATON SE; CEO of MAN SE and MAN Truck & Bus SE Left July 15, 2020 2023 € thousand in % Pension payments – – Base salary 700 39 Fringe benefits 55 3 Profit bonus 2023 1,063 58 LTI 2020–2022 (performance share plan, three-year term; target amount €930 thousand per annum; m inus advance payment 1) 0 0 Severance payments – – Subtotal — r emuneration granted and owed without repayment/offsetting 2 1,818 100 Repayment/offsetting of advance payment 3 –604 – Sum — re muneration granted and owed 1,214 – Pension expenses – – 1 Mr . Drees received an advance payment on the LTI 2020–2022 of €744 thousand at the beginning of fiscal year 2021. The advance payment does not represent remuneration granted in fiscal year 2023 and is therefore not shown in the table. However, the payment amount of the performance share plan for the 2020–2022 perf ormance period calculated after the end of the performance period fell short of the advance payments alr eady made. No further payment amount from the performance share plan for the 2020–2022 performance period is therefore reported as remuneration granted in fiscal year 2023. 2 Subt otal without taking into account the repayment/offsetting of the advance payment, which results in a negative amount granted (see footnote 4). This subtotal is used solely to calculate the relative portions (as a percentage) of the remuneration actually granted to the members of the Executive Board in fiscal year 2023. 3 The L TI 2020–2022 had a target achievement that would have led to a payment amount of €140 thousand and thus below the amount of the advance payment already made to Mr. Drees in fiscal year 2021. Mr. Drees was therefore obliged to repay the difference of €604 thousand, which is shown here as a negative amount gr anted. In Mr. Drees’s case, this amount was offset against the profit bonus to be paid out for fiscal year 2022 in fiscal year 2023, the amount of which was reported in the 2022 Remuneration Report. The remaining dif ference of €49 thousand was offset against the base salary disclosed in full in the table. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 272 ===== SIDA 273 ===== MATTHIAS GRÜNDLER Chief Executive Officer of TRATON SE Left September 30, 2021 2023 € thousand in % Pension payments – – Base salary 729 37 Fringe benefits 17 1 Profit bonus 2023 1,101 56 LTI 2020–2022 (performance share plan, three-year term; target amount €1,800 thousand per annum) 125 6 Severance payments – – Sum — re muneration granted and owed 1,972 100 Pension expenses – – HENRIK HENRIKSSON Member of the Executive Board of TRATON SE; CEO of Scania CV AB and Scania AB Left April 30, 2021 2023 € thousand 1 in % Pension payments – – Base salary – – Fringe benefits – – Profit bonus 2023 – – LTI 2020–2022 (performance share plan, three-year term; target amount €996 thousand per annum) TRATON SE 30 100 Scania 120 Severance payments – – Sum — re muneration granted and owed TRATON SE 30 100 Scania 120 Total 150 Pension expenses 3 – 1 C ontractually agreed exchange rate: SEK 10.30 = €1 PROFESSOR CARSTEN INTRA Member of the Executive Board & Arbeitsdirektor of TRATON SE; Chief Human Resources Officer & Arbeitsdirektor of MAN SE and MAN Truck & Bus SE Left July 15, 2020 2023 € thousand in % Pension payments – – Base salary – – Fringe benefits – – Profit bonus 2023 – – LTI 2020–2022 (performance share plan, three-year term; target amount €930 thousand per annum; m inus advance payment 1) 0 0 Repayment of advance payment 2 –327 – Severance payments – – Sum — re muneration granted and owed –327 – Pension expenses – – 1 P rofessor Intra received an advance payment on the LTI 2020–2022 of €403 thousand at the beginning of fiscal year 2021. The advance payment does not represent remuneration granted in fiscal year 2023 and is therefore not shown in the table. However, the payment amount of the performance share plan for the 2020–2022 performance period calculated after the end of the performance period fell short of the advance payments already made. No further payment amount from the performance share plan for the 2020–2022 performance period is therefore reported as remuneration granted in fiscal year 2023. 2 The L TI 2020–2022 had a target achievement that would have led to a payment amount of €76 thousand and thus below the amount of the advance payment already made to Professor Intra in fiscal year 2021. Professor Intra was therefore obliged to repay the difference of €327 thousand, which is shown here as a negative amount granted. Professor Intra repaid this amount. BERND OSTERLOH Member of the Executive Board of TRATON SE Left March 31, 2023 2023 € thousand in % Pension payments – – Base salary 525 38 Fringe benefits 50 4 Profit bonus 2023 797 58 Severance payments – – Sum — re muneration granted and owed 1,372 100 Pension expenses 280 – Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 273 ===== SIDA 274 ===== CHRISTIAN SCHULZ Member of the Executive Board of TRATON SE, CFO Left September 30, 2021 2023 € thousand in % Pension payments – – Base salary – – Fringe benefits – – Profit bonus 2023 – – LTI 2020–2022 (performance share plan, three-year term; target amount €930 thousand per annum; m inus advance payment 1) 0 0 Repayment/offsetting of advance payment 2 –604 – Severance payments – – Sum — re muneration granted and owed –604 – Pension expenses – – 1 Mr . Schulz received an advance payment on the LTI 2020–2022 of €744 thousand at the beginning of fiscal year 2021. The advance payment does not represent remuneration granted in fiscal year 2023 and is therefore not shown in the table. However, the payment amount of the performance share plan for the 2020–2022 performance period calculated after the end of the performance period fell short of the advance payments already made. No further payment amount from the performance share plan for the 2020–2022 performance period is therefore reported as remuneration granted in fiscal year 2023. 2 The L TI 2020–2022 had a target achievement that would have led to a payment amount of €140 thousand and thus below the amount of the advance payment already made to Mr. Schulz in fiscal year 2021. Mr. Schulz was therefore obliged to repay the difference of €604 thousand, which is shown here as a negative amount granted. In Mr. Schulz’s case, this amount was offset against the profit bonus to be paid out for fiscal year 2022 in fiscal year 2023, the amount of which was reported in the 2022 Remuneration Report. The remaining difference of €49 thousand was offset against the remuneration payable due to the post-contractual restraint on competition. DR. ING. H.C. TOSTMANN Member of the Executive Board of TRATON SE; CEO of MAN SE 1 and MAN Truck & Bus SE Left November 24, 2021 2023 € thousand in % Pension payments – – Base salary 378 37 Fringe benefits 17 2 Profit bonus 2023 571 55 LTI 2020–2022 (performance share plan, three-year term; target amount €930 thousand per annum) 64 6 Severance payments – – Sum — re muneration granted and owed 1,030 100 Pension expenses – – 1 Until A ugust 31, 2021 (merger between MAN SE and TRATON SE) Explanation Ms. Danielski was a member of the Executive Board of TRATON SE until the end of March 31, 2023. Ms. Danielski’s employment contract with TRATON SE runs until the end of its regular termination effective the end of September 30, 2024. The portion of the remuneration granted and owed for fiscal year 2023 that is attributable to the period after the end of Ms. Danielski’s appointment is disclosed in the table in this section. In addition to his activity as a member of the Executive Board of TRATON SE, Mr. Drees was a member of the Executive Boards of MAN SE and MAN Truck & Bus SE until his departure effective the end of July 15, 2020. The employment contract between Mr. Drees and TRATON SE will continue until its planned end on January 17, 2024. The Supervisory Board of MAN Truck & Bus SE has resolved that MAN Truck & Bus SE will continue to reimburse TRATON SE for 80% of the expenses for Mr. Drees’s remuneration until the regular end of his original appointment as a member of the Executive Board of MAN Truck & Bus SE, i.e., until March 31, 2023. The difference between the advance payment for the performance share plan for the 2020–2022 performance period and the calculated pay- ment amount was offset against the payment amount of the profit bonus payable for fiscal year 2022 in fiscal year 2023 and against the base salary payable in fiscal year 2023. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 274 ===== SIDA 275 ===== Professor Intra was a member of the Executive Board of TRATON SE until the end of July 15, 2020. Until this time, Professor Intra was also a member of the Executive Boards of MAN SE and MAN Truck & Bus SE. His employment contracts with TRATON SE and MAN Truck & Bus SE ended when he stepped down from his Executive Board positions. At no time was there an employment contract with MAN SE. The performance share plan for the 2020–2022 performance period would have been paid out in fiscal year 2023. Because the calculated payment amount was below the advance payment already made for the 2020–2022 performance share plan, the remuneration granted and owed to Pro- fessor Intra is disclosed at €0. TRATON SE has claimed back the difference between the advance payment for the performance share plan for the 2020–2022 performance period and the calculated payment amount from Professor Intra. Mr. Henriksson was appointed as a member of the Executive Board of TRATON SE and as President and Chief Executive Officer of Scania CV AB and Scania AB until the end of April 30, 2021. Mr. Henriksson still has rights to payments under the performance share plans that he acquired during his term of office. Mr. Schulz left the Executive Board of TRATON SE effective the end of September 30, 2021. He was originally appointed as a member of the Executive Board until January 17, 2024. The employment contract between Mr. Schulz and TRATON SE continued until December 31, 2022. The performance share plan for the 2020–2022 performance period would have been paid out in fiscal year 2023. Because the calculated payment amount was below the advance payment already made for the 2020–2022 performance share plan, the remu- neration granted and owed to Mr. Schulz is disclosed at €0. The difference between the advance payment for the performance share plan for the 2020–2022 performance period and the calculated payment amount was offset against the payment amount of the profit bonus payable for fiscal year 2022 in fiscal year 2023 and against the remuneration pay- able in fiscal year 2023 due to the post-contractual restraint on competition. Mr. Osterloh was a member of the Executive Board of TRATON SE until the end of March 31, 2023. Mr. Osterloh’s employment contract with TRATON SE runs until the end of its reg- ular termination effective the end of April 30, 2024. The portion of the remuneration granted and owed for fiscal year 2023 that is attributable to the period after the end of Mr. Osterloh’s appointment is disclosed in the table in this section. Mr. Gründler was a member of the Executive Board of TRATON SE until the end of Sep - tember 30, 2021, and was appointed Chairman of the Executive Board. Mr. Gründler’s employment contract with TRATON SE expired at the end of its regular term effective the end of July 15, 2023. Dr. Ing. h.c. Tostmann was appointed as a member of the Executive Board of TRATON SE until November 24, 2021, as Chairman of the Executive Board of MAN SE until August 31, 2021, and as Chairman of the Executive Board of MAN Truck & Bus SE until November 24, 2021. Dr. Ing. h.c. Tostmann’s employment contract with TRATON SE expired at the end of its regular term effective the end of July 15, 2023. The Supervisory Board of MAN Truck & Bus SE has resolved that MAN Truck & Bus SE will reimburse TRATON SE for 80% of the expenses for Dr. Ing. h.c. Tostmann. Comparative presentation The following table shows a year-on-year comparison of the percentage change in remu- neration for the members of the Executive Board with the earnings performance of TRATON SE and with the average remuneration for employees on a full-time equivalent (FTE) basis. Earnings performance is calculated using the following earnings-related indicators of TRATON SE and the TRATON GROUP, which are published in TRATON SE’s annual report: the earnings after tax of TRATON SE in accordance with German GAAP. The TRATON GROUP’s operating return on sales corresponds to the ratio of the TRATON GROUP’s oper- ating result to the TRATON GROUP’s sales revenue, as reported in TRATON SE’s annual report. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 275 ===== SIDA 276 ===== The development of the average remuneration of employees is shown on the basis of two indicators. First, the average remuneration of employees is calculated by adjusting TRATON SE’s personnel expenses as reported in the single-entity financial statements of TRATON SE to exclude the remuneration of the Group’s Executive Board members. The adjusted personnel expenses are divided by the number of TRATON SE employees (309.4 employees) on FTE basis as of December 31, 2023, excluding the members of the Group’s Executive Board (employees of TRATON SE). Second, the personnel expenses of the TRATON GROUP, as reported in the notes to the consolidated financial statements, adjusted to exclude the remuneration of the Group’s Executive Board members, are divided by the number of employees of the TRATON GROUP (total workforce of 107,697 in accordance with internal reporting, i.e., including performance-related wage-earners, salaried staff, and vocational trainees) (employees of the TRATON GROUP). Annual change in % 2023 compared with 2022 2 2022 compared with 2021 2 2021 compared with 2020 2 Executive Board remuneration 1 Carlbaum, Mathias 3 28.8% 431.3% – Cortes, Antonio Roberto –11.1% 27.3% –10.6% Danielski, Annette 3 38.5% 597.2% – Drees, Joachim –32.4% 19.5% 3.8% Gründler, Matthias –19.5% 68.8% 69.0% Henriksson, Henrik –79.7% 176.3% –85.0% Intra, Professor Carsten –168.1% 19.4% –59.5% Jackstein, Dr. Michael 4 – – – Levin, Christian –3.2% 96.1% 25.1% Modahl Nilsson, Catharina 4 – – – Osterloh, Bernd 3 34.5% 152.2% – Schulz, Christian –134.1% 16.2% 6.1% Tostmann, Dr. Andreas –22.1% –22.5% 96.9% Vlaskamp, Alexander 3 37.9% 1,542.7% – Earnings performance Earnings after tax of TRATON SE in accordance with German GAAP 5 316.6% – – Operating return on sales of the TRATON GROUP +2.0 pp +2.6 pp +0.9 pp Development of employee remuneration 6 Employees of TRATON SE 21.7% –7.0% 7.5% Employees of the TRATON GROUP 6.6% 0.5% 1.1% 1 Remuner ation granted and owed within the meaning of section 162 (1) sentence 1 of the AktG 2 In ac cordance with the transitional provision of section 26j (2) sentence 2 of the EGAktG, only the average remuneration for the period from fiscal year 2020 and not the average remuneration for the past five fiscal years must be included in the comparison until the end of fiscal year 2025. 3 Joined in the c ourse of fiscal year 2021 4 Joined as of Apr il 1, 2023 5 P ercentage change in earnings after tax of TRATON SE in accordance with German GAAP cannot be presented because there were negative earnings from fiscal year 2020 through fiscal year 2022. 6 P ersonnel expenses additionally adjusted for exceptional project profit sharing by selected managers in 2021 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 276 ===== SIDA 277 ===== Peer group The remuneration amount, the maximum remuneration, and the targets agreed individ- ually are regularly reviewed by the Supervisory Board and adjusted if necessary. As part of this process, the Supervisory Board carries out a vertical comparison with the remu - neration and employment conditions of the Company’s employees and a horizontal comparison with the remuneration and employment conditions of executive board mem- bers of other companies. In order to assess how customary the total remuneration of specific Executive Board members is compared to other companies, the Supervisory Board uses a peer group comparison method. This peer group is reviewed and adjusted on a regular basis, most recently in December 2022. The peer group currently comprises the following companies: Caterpillar Inc., Continental AG, Cummins Inc., Daimler Truck AG, Deere & Company, Henkel AG & Co. KGaA, Komatsu Kabushiki kaisha, Magna Interna- tional Inc., Mitsubishi Motors Corporation, Paccar Inc., Schaeffler AG, Tata Motors Ltd., Thyssenkrupp AG, Volvo AB. The companies in the peer group were selected on the basis of their size, sector, and regional distribution, and reflect TRATON SE’s strategic business areas and most relevant competitors. To adequately reflect TRATON SE’s business model, competitors from the manufacturing industry and the mechanical and plant engineering sectors were selected in addition to companies from the automotive sector. The peer group comprises an appro- priate mix of listed companies from Europe, America, and Asia. In the opinion of the Supervisory Board, this peer group represents the specific competitive environment of TRATON SE on the sales market as well as on the recruitment market for top executives. Remuneration of the members of the Supervisory Board Principles of Supervisory Board remuneration The remuneration of the members of the Supervisory Board is regulated in Article 16 of the Articles of Association of TRATON SE. According to section 113 (3) of the AktG, which has been amended on the basis of the ARUG II, the annual general meeting of a listed company must resolve on the remuneration of its supervisory board members at least every four years. It is permissible to confirm the existing remuneration. Moreover, infor- mation must be provided about the remuneration system for supervisory board mem - bers. In preparing the resolution for the Annual General Meeting, the Executive Board and Supervisory Board review whether the remuneration, especially its amount and structure, is still in the interest of TRATON SE and whether it is commensurate with the tasks performed by the members of the Supervisory Board and with the position of TRATON SE. In the Annual General Meeting on June 30, 2021, the Supervisory Board and Executive Board presented the existing remuneration for members of the Supervisory Board for confirmation and the remuneration system for a resolution to be adopted. The remuneration was confirmed, and the remuneration system resolved on by 99.99% of the votes cast in the Annual General Meeting on June 30, 2021. Overview of the remuneration Remuneration components The remuneration of the members of the Supervisory Board consists of annual fixed remuneration and an attendance fee. The fixed annual remuneration is €225 thousand for the Chairman of the Supervisory Board, €150 thousand for the Deputy Chairman of the Supervisory Board, and €75 thousand for each further member of the Supervisory Board. For their work on committees, the members of the Supervisory Board receive additional fixed annual remuneration per committee provided the committee has met at least once per year for the performance of its duties. The fixed annual remuneration is €80 thousand for the chair of a committee, €60 thousand for the deputy chair of a committee, and €40 thousand for each further member of a committee. No remuneration will be paid for membership of the Nomination Committee or the Mediation Committee within the meaning of section 27 (3) of the Mitbestimmungsgesetz (MitbestG — Ger man Codeter- mination Act), should such a committee be established in the future. If a member of the Supervisory Board is a member of several committees, remuneration will be paid only for the two committee functions with the highest fixed annual remuneration. The remu- neration of the members of the Supervisory Board thus also complies with recommen- dation G.17 of the German Corporate Governance Code, which specifies that appropriate consideration be given to the greater investment of time required from the Chairman and Deputy Chairman of the Supervisory Board as well as from the chairs and members of the committees. The Supervisory Board members each receive an attendance fee of €1 thousand for attending a meeting of the Supervisory Board or of a committee. The attendance fee is paid only once, even if several meetings are held in one day. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 277 ===== SIDA 278 ===== The fixed annual remuneration becomes due after the end of the Annual General Meet- ing that accepts or decides to approve the consolidated financial statements for the fiscal year for which the remuneration is paid. The fixed annual remuneration will be reduced pro rata temporis if a member of the Supervisory Board or of a committee is not a member for the full fiscal year or does not hold the office of Chairman or Deputy Chair- man of the Supervisory Board or chair or deputy chair of the committee for the full fiscal year. TRATON SE will reimburse any value-added tax that may be payable on the remu- neration and expenses of Supervisory Board members. TRATON SE will also ensure that liability insurance with a deductible is taken out for the members of the Supervisory Board. Former members of the Supervisory Board of TRATON SE do not receive any further remuneration for the period following the termination of office. How the remuneration contributes to promoting the long-term development of TRATON SE Both the structure and the amount of the remuneration received by the members of the Supervisory Board consider what is required of a member of the Supervisory Board of TRATON SE, especially the associated investment of time and the associated responsibil- ity. The remuneration is in line with standard market practice in terms of its structure, and the amount is commensurate with the tasks of the members of the Supervisory Board and with the position of TRATON SE, also in comparison with the remuneration of the members of the supervisory boards of other listed companies of a similar size in Germany. The remuneration makes it possible to attract suitable and qualified candidates as Super- visory Board members. Therefore, the remuneration of the members of the Supervisory Board contributes to enabling the Supervisory Board as a whole to exercise its gover - nance role and advise the Executive Board appropriately and competently. The restriction to just one fixed remuneration is also in line with these Supervisory Board tasks. It is an incentive for the members of the Supervisory Board to ask appropriate questions when exercising their governance role and advising the Executive Board, without primarily focusing on the development of operational performance indicators. Together with the Executive Board, the Supervisory Board thus promotes the business strategy and long- term development of TRATON SE. Moreover, the restriction to just one fixed remuneration is in line with suggestion G.18 sentence 1 of the German Corporate Governance Code. Remuneration of Supervisory Board members in fiscal year 2023 Remuneration granted and owed to the Supervisory Board members in office in fiscal year 2023 The following table shows the members of the Supervisory Board of TRATON SE in office in fiscal year 2023 and the remuneration granted and owed to the individual members of the Supervisory Board in fiscal year 2023. Remuneration “granted and owed” has the same meaning as described for members of the Executive Board. The remuneration shown in the table therefore represents the amounts actually received in fiscal year 2023, i.e., the remuneration paid to the members of the Supervisory Board for their roles on the Supervisory Board in fiscal year 2023, even if the remuneration is not owed until the year following the end of the Annual General Meeting. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 278 ===== SIDA 279 ===== Fixed remu - neration Work in the committees Attendance fees Total Remunera - tion from other Group appoint - ments 2023 2023 2023 2023 2023 € thou- sand in % € thou- sand in % € thou- sand in % € thou sand € thou sand Pötsch, Hans Dieter 225 71 80 25 12 4 317 – Lyngsie, Michael 2, 3 – – – – – – – – Andersson, Ödgärd 6 56 95 – – 3 5 59 – Bechstädt, Torsten 1 75 52 60 41 10 7 145 – Carlquist, Mari 2, 3 – – – – – – – – Cavallo, Daniela 1, 5 75 84 9 10 6 7 90 – Döss, Dr. Manfred 2 – – – – – – – – Kerner, Jürgen 1 75 60 40 32 10 8 125 21 Kilian, Gunnar 2 – – – – – – – – Kirchmann, Dr. Albert X. 75 91 – – 7 9 82 21 Kuhn-Piëch, Dr. Julia 75 61 40 33 8 7 123 72 Lorentzon, Lisa 2, 3 – – – – – – – – Luthin, Bo 2, 3 – – – – – – – – Macpherson, Nina 75 60 40 32 10 8 125 65 Porsche, Dr. Dr. Christian 75 60 40 32 10 8 125 72 Schmid, Dr. Wolf-Michael 75 91 – – 7 9 82 – Schnur, Karina 1, 4 75 47 71 45 13 8 159 21 Sedlmaier, Josef 1 75 93 – – 6 7 81 – Wansch, Markus 1 75 91 – – 7 9 82 21 Witter, Frank 75 45 80 48 10 6 165 – 1 These emplo yee representatives have stated that they will transfer their Supervisory Board remuneration to the Hans Böckler Foundation in accordance with the guidelines issued by the German Confederation of Trade Unions (DGB). 2 Remuner ation for fiscal year 2023 was waived in full. 3 In view of the waivers, the Executive Board of TRATON SE decided that it will make a contribution of €512 thousand to “Scanias Personalstiftelse 1996” after the 2024 Annual General Meeting. 4 Member of the P residing Committee of TRATON SE since March 21, 2023 5 Member of the P residing Committee of TRATON SE until March 20, 2023 6 Member of the Super visory Board of TRATON SE since April 4, 2023 Comparative presentation The following table shows a year-on-year comparison of the percentage change in remu- neration for the members of the Supervisory Board with the earnings performance of TRATON SE and with the average remuneration for employees on FTE basis. Earnings performance is calculated using the following earnings-related indicators of TRATON SE and the TRATON GROUP, which are published in TRATON SE’s annual report: the earnings after tax of TRATON SE in accordance with German GAAP. The TRATON GROUP’s operating return on sales corresponds to the ratio of the TRATON GROUP’s oper- ating result to the TRATON GROUP’s sales revenue, as reported in TRATON SE’s annual report. The development of the average remuneration of employees is shown on the basis of two indicators. First, the average remuneration of employees is calculated by adjusting TRATON SE’s personnel expenses as reported in the single-entity financial statements of TRATON SE to exclude the remuneration of the Group’s Executive Board members. The adjusted personnel expenses are divided by the number of TRATON SE employees (309.4 employees) on FTE basis as of December 31, 2023, excluding the members of the Group’s Executive Board (employees of TRATON SE). Second, the personnel expenses of the TRATON GROUP, as reported in the notes to the consolidated financial statements, adjusted to exclude the remuneration of the Group’s Executive Board members, are divided by the number of employees of the TRATON GROUP (total workforce of 107,697 in accordance with internal reporting, i.e., including performance-related wage-earners, salaried staff, and vocational trainees) (employees of the TRATON GROUP). Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 279 ===== SIDA 280 ===== Annual change in % 2023 compared with 2022 2 2022 compared with 2021 2 2021 compared with 2020 Supervisory Board remuneration 1 Pötsch, Hans Dieter 1.6% 0.0% 0.3% Lyngsie, Michael 0.0% 0.0% 0.0% Andersson, Ödgärd 6 – – – Bechstädt, Torsten –0.7% 0.7% –1.4% Carlquist, Mari 0.0% 0.0% 0.0% Cavallo, Daniela 3 –25.3% 73.9% – Döss, Dr. Manfred 0.0% 0.0% 0.0% Kerner, Jürgen 2.0% –10.6% –18.8% Kilian, Gunnar 0.0% 0.0% 0.0% Kirchmann, Dr. Albert X. –0.1% 4.0% 15.1% Kuhn-Piëch, Dr. Julia 1.5% 27.2% –16.6% Lorentzon, Lisa 0.0% 0.0% 0.0% Luthin, Bo 0.0% 0.0% 0.0% Macpherson, Nina –0.6% 0.0% –1.5% Porsche, Dr. Dr. Christian 4.6% 25.3% 17.2% Schmid, Dr. Wolf-Michael 0.0% 0.0% –1.2% Schnur, Karina 24.3% –16.2% –16.0% Sedlmaier, Josef 3 – – – Wansch, Markus 3 0.9% 43.7% – Witter, Frank 0.0% 103.7% – Annual change in % 2023 compared with 2022 2 2022 compared with 2021 2 2021 compared with 2020 Earnings performance Earnings after tax of TRATON SE in accordance with German GAAP 4 316.6% – – Operating return on sales of the TRATON GROUP +2.0 pp +2.6 pp +0.9 pp Development of employee remuneration 5 Employees of TRATON SE 21.5% –7.0% 7.5% Employees of the TRATON GROUP 6.6% 0.5% 1.1% 1 Remuner ation granted and owed within the meaning of section 162 (1) sentence 1 of the AktG 2 In ac cordance with the transitional provision of section 26j (2) sentence 2 of the EGAktG, only the average remuneration for the period from fiscal year 2020 and not the average remuneration for the past five fiscal years must be included in the comparison until the end of fiscal year 2025. 3 Joined in fiscal year 2021 or 2022 4 P ercentage change in earnings after tax of TRATON SE in accordance with German GAAP cannot be presented because there were negative earnings from fiscal year 2020 through fiscal year 2022. 5 P ersonnel expenses additionally adjusted for exceptional project profit sharing by selected managers in 2021 6 Joined in fiscal year 2023 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 280 ===== SIDA 281 ===== Independent Auditor’s Report To TRATON SE We have audited the attached remuneration report of TRATON SE, Munich prepared to comply with Sec. 162 AktG [“Aktiengesetz”: German Stock Corporation Act] for the fiscal year from January 1, 2023 to December 31, 2023 and the related disclosures. Report on the audit of the remuneration report Responsibilities of the executive directors and the supervisory board The executive directors and supervisory board of TRATON SE are responsible for the prepa- ration of the remuneration report and the related disclosures in compliance with the requirements of Sec. 162 AktG. In addition, the executive directors and supervisory board are responsible for such internal control as they determine is necessary to enable the preparation of a remuneration report and the related disclosures that are free from mate- rial misstatement, whether due to fraud (i.e., fraudulent financial reporting and misap - propriation of assets) or error. Auditor’s responsibility Our responsibility is to express an opinion on this remuneration report and the related disclosures based on our audit. We conducted our audit in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Insti- tut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report and the related disclosures are free from material misstatement, whether due to fraud or error. An audit involves performing procedures to obtain audit evidence about the amounts in the remuneration report and the related disclosures. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the remuneration report and the related disclosures, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the preparation of the remuneration report and the related disclosures in order to plan and perform audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the accounting policies used and the reasonableness of accounting estimates made by the executive directors and supervisory board, as well as evaluating the overall presentation of the remuneration report and the related disclo - sures. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, on the basis of the knowledge obtained in the audit, the remuneration report for the fiscal year from January 1, 2023 to December 31, 2023 and the related dis- closures comply, in all material respects, with the financial reporting provisions of Sec. 162 AktG. Other matter – formal audit of the remuneration report The audit of the content of the remuneration report described in this auditor’s report comprises the formal audit of the remuneration report required by Sec. 162 (3) AktG and the issue of a report on this audit. As we are issuing an unqualified opinion on the audit of the content of the remuneration report, this also includes the opinion that the disclo- sures pursuant to Sec. 162 (1) and (2) AktG are made in the remuneration report in all material respects. Limitation of liability The “General Engagement Terms for Wirtschaftsprüfer and Wirtschaftsprüfungs - gesellschaften [German Public Auditors and Public Audit Firms]” as issued by the IDW on 1 January 2017, which are attached to this report, are applicable to this engagement and also govern our responsibility and liability to third parties in the context of this engagement. Munich, February 21, 2024 EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Meyer Hummel Wirtschaftsprüfer Wirtschaftsprüfer Independent Auditor’s Report Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 281 ===== SIDA 282 ===== Financial Calendar Financial Calendar April 26, 2024 3M 2024 Interim Statement June 13, 2024 2024 Annual General Meeting July 26, 2024 2024 Half-Year Financial Report October 28, 2024 9M 2024 Interim Statement The latest information and dates are available on TRATON SE’s website at www.traton.com/financialcalendar. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 282 ===== SIDA 283 ===== Defined Terms Defined Terms Active employees/active workforce: Number of employees who have an active employ- ment contract, excluding vocational trainees and employees in the passive phase of partial retirement. BEV unit sales ratio: The ratio of the number of battery electric vehicles and fuel cell electric vehicles to the total number of vehicles sold, excluding the MAN TGE model. Book-to-bill ratio: The ratio of incoming orders to unit sales. Capex ratio: The capex ratio indicates the ratio of capital expenditures to sales revenue and is calculated for the TRATON Operations business area. Capitalized development costs: Capitalized development costs consist of all direct and indirect costs that are directly attributable to the development process and are required to be capitalized. Capitalization ratio: The capitalization ratio is defined as the ratio of capitalized devel- opment costs to primary research and development costs. It indicates which proportion of primary research and development costs is required to be capitalized. Change in working capital: The change in working capital comprises changes in inven- tories, receivables, liabilities, other provisions, assets leased out (excluding depreciation and impairment losses), and the change in financial services receivables. Commercial paper program ( CP program): A master agreement between companies and dealers that allows companies to place unsecured, short-term debt instruments on the international money market very quickly to obtain debt capital. Committee of Sponsoring Organizations of the Treadway Commission ( COSO): Inter- nationally recognized framework for enterprise risk management and internal control (ICS). Compliance: Adherence to statutory provisions, internal corporate policies, and ethical principles. Contract liability: Obligation to transfer goods or services to a customer for which it has already provided or is yet to provide consideration. Corporate governance: A commonly used international term that denotes responsible corporate management and control geared toward long-term value added. Derivatives/derivative financial instruments: Financial instruments whose value is derived primarily from the price and price volatility/expectations of an underlying (e.g., stocks, foreign currency, interest-bearing securities). Dividend yield: Dividend yield is defined as the ratio of the dividend for the reporting period to the closing price per share class on the final trading date of the reporting period and indicates the return per share. Dividend yield is used in particular for measuring and comparing shares. ESG: Environmental, Social, Governance. European Medium Term Notes program (EMTN program): A master agreement between companies and bond dealers that allows companies to place securities on the European capital markets very quickly to obtain debt capital. Fair value: The amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing, and independent parties in an arm’s length transaction. Functional expenses: Functional expenses comprise the cost of sales, distribution expenses, and general and administrative expenses. German Corporate Governance Code (the Code): Constitutes key statutory requirements for the management and supervision of listed German companies and contains interna- tionally and nationally recognized standards of good, responsible corporate governance in the form of recommendations and suggestions. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 283 ===== SIDA 284 ===== Gross cash flow: Gross cash flow is calculated as the sum of earnings before tax and income tax payments, adjusted by depreciation and amortization of, and impairment losses on, intangible assets, property, plant, and equipment, investment property, capi- talized development costs, products leased out (net of impairment reversals), impairment losses on equity investments (net of impairment reversals), changes in pension obliga- tions, earnings on disposal of noncurrent assets and equity investments, share of earnings of equity-method investments, and other noncash expenses/income. Gross margin: The gross margin is calculated as the percentage ratio of gross profit to sales revenue for the period in question. Incoming orders: Incoming orders are defined as legally effective, binding orders. Market share: TRATON’s share of registrations of trucks and buses in the overall market. Option: Agreements under which the purchaser is entitled, but not obligated, to acquire (call option) or sell (put option) the underlying asset at a future date for a predefined price. By contrast, the seller of the option is obligated to sell or purchase the asset and usually receives a premium for granting the option rights. Other operating result: Other operating result comprises the following income state - ment items: net impairment losses on financial assets, other operating income, and other operating expenses. Payout ratio: The payout ratio means the proportion of the total amount of dividends attributable to common shares to earnings after tax attributable to TRATON SE share- holders. The payout ratio provides information about the allocation of earnings. Price-earnings ratio: The price-earnings ratio is calculated by dividing the year-end clos- ing price per share by earnings per share. It reflects the earnings power per share and provides information about its development compared over a number of years. R&D ratio: Ratio of primary R&D costs to sales revenue. R&D employees: Number of permanent employees working in R&D. Registrations: Number of new vehicles registered for the first time in a country with the relevant registration authorities. The term “registrations” describes the size of the market for new vehicles and thus also the development of the market. Market share is also cal- culated from the registration data. Swap: Agreement between two counterparties to swap cash payments over a certain period. Prime examples are currency swaps, under which principal amounts denominated in various currencies are exchanged, and interest rate swaps, which usually entail the exchange of fixed and variable interest payments in the same currency. Total cost of ownership ( TCO): Sum of all incurred costs for the acquisition, use, and potential disposal of an asset. Weighted Average Cost of Capital ( WACC): WACC is derived from the return required by capital providers. Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 284 ===== SIDA 285 ===== Five-Year Overview Five-Year Overview 2023 2022 2021 2020 2019 Trucks and buses (units) Incoming orders 264,798 334,583 359,975 216,251 227,240 of which trucks 210,617 274,299 305,745 182,402 190,974 of which buses 29,808 32,274 22,237 14,611 21,032 of which MAN TGE vans 24,373 28,010 31,993 19,238 15,234 Unit sales 338,183 305,485 271,608 190,180 242,219 of which trucks 281,290 254,300 230,549 156,371 205,935 of which buses 30,266 29,601 18,857 16,174 21,496 of which MAN TGE vans 26,627 21,584 22,202 17,635 14,788 TRATON GROUP Sales revenue (€ million) 46,872 40,335 30,620 22,580 26,901 Operating result (adjusted) (€ million) 4,034 2,071 1,599 135 1,871 Operating return on sales (adjusted) (in %) 8.6 5.1 5.2 0.6 7.0 Active workforce 1 103,621 100,356 97,235 82,567 82,679 2023 2022 2021 2020 2019 TRATON Operations 2 Sales revenue (€ million) 45,736 39,554 30,103 22,152 26,444 Operating result (adjusted) (€ million) 4,272 2,257 1,883 230 1,729 Operating return on sales (adjusted) (in %) 9.3 5.7 6.3 1.0 6.5 Return on investment (ROI) (in %) 14.8 6.7 0.8 –0.1 9.7 Primary R&D costs (€ million) 2,170 1,892 1,462 1,154 1,376 Capex (€ million) 1,516 1,298 1,125 988 993 Net cash flow (€ million) 3,594 –625 938 979 2,711 Scania Vehicles & Services Incoming orders (units) 84,080 82,071 116,798 92,940 88,739 Sales (units) 96,727 85,232 90,366 72,085 99,457 Sales revenue (€ million) 17,878 15,316 13,927 11,521 13,934 Operating result (adjusted) (€ million) 2,266 1,315 1,412 802 1,506 Operating return on sales (adjusted) (in %) 12.7 8.6 10.1 7.0 10.8 Further InformationConsolidated Financial StatementsCombined Management ReportTo Our Shareholders 285 ===== SIDA 286 =====