FULLTEXT DEL 2 AV 7
Årsredovisning 2024
Return on investment
For information on the calculation of the return on investment, refer to the “Financial
management” section. The following table shows the calculation for the year under review
and the previous year.
Return on investment, TRATON Operations
€ million 2024 2023
Annual average invested capital 18,383 17,528
Operating result, TRATON Operations 4,601 4,103
Operating result, TRATON Holding –157 –135
Earnings effects from purchase price allocation,
TRATON Operations –243 –253
Consolidation effects between TRATON Operations and the
TRATON Holding 4 0
Operating result for ROI, before tax 4,204 3,715
Operating result for ROI, net of tax 2,943 2,600
Return on investment (ROI) (in %) 16.0 14.8
The return on investment ( ROI) showed an improvement compared with the previous
year due to the higher operating profit. Average invested capital, which also rose in 2024,
had an offsetting effect on ROI. For more information on the change in invested capital
and operating result, refer to the disclosures in the “Balance sheet analysis” and “Profit
and loss” sections.
Expenses of €175 million (previous year: €169 million) reported as adjustments were not
deducted when calculating ROI.
7. Target achievement in 2024 and summary of economic position
Actual 2023 Forecast for 2024 Actual 2024
TRATON GROUP
Sales (units) 338,183 –5 – 10% 334,215
Sales revenue (€ million) 46,872 –5 – 10% 47,473
Operating return on sales (adjusted) (in %) 8.6 8.0 – 9.0 9.2
TRATON Operations
Sales revenue (€ million) 45,736 –5 – 10% 46,182
Operating return on sales (adjusted) (in %) 9.3 9.0 – 10.0 10.3
Return on investment (ROI) (in %) 14.8 13 – 15 16.0
Net cash flow (€ million) 3,594 2,300 – 2,800 2,834
Capex (€ million) 1,516
noticeable
increase 1,751
Primary R&D costs (€ million) 2,170 moderate increase 2,458
TRATON Financial Services
Return on equity (in %) 8.4 +7 – 10% 10.8
The TRATON GROUP’s Executive Board can look back on a successful fiscal year 2024.
Overall, the performance of the TRATON GROUP’s most important truck and bus markets
varied considerably during the fiscal year, with a slight overall decline recorded in 2024.
The TRATON GROUP’s unit sales were therefore down slightly year-on-year and within the
forecast range.
The TRATON GROUP’s sales revenue in the reporting period was up slightly on the
prior-year level. This was due primarily to a favorable market and product mix as well as
better unit price enforcement. In addition, the TRATON Financial Services segment was
able to increase its sales revenue sharply compared with the comparative period. This meant
that the generated sales revenues for the TRATON GROUP and the TRATON Operations
business area were in the middle of the forecast range.
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The TRATON GROUP’s operating return on sales (adjusted) was 9.2% in the reporting
period, and hence 0.2 percentage points above the forecast target corridor. This saw the
TRATON GROUP achieving its strategic target return of 9%.
The return on investment (ROI) reached 16.0% and was therefore 1 percentage point above
the forecast range.
Capital expenditures were substantially above the previous year’s level and hence slightly
below the forecast range. This shortfall was due to seasonable shifts in our investment
projects. Primary research & development costs increased significantly and were therefore
above our forecast. This development is attributable primarily to higher investments in
forward-looking technologies and compliance with regulatory requirements.
Net cash flow for the TRATON Operations business area was slightly above the forecast
target corridor. This development is due primarily to improved operating result and a
lower level of cash tied up in working capital.
TRATON SE (German GAAP)
TRATON SE has its registered office in Munich and is the parent and holding company of
the TRATON GROUP. TRATON SE is the (direct or indirect) parent company of Scania AB,
Södertälje, Sweden (Scania AB), MAN Truck & Bus SE, Munich (MAN Truck & Bus SE), Inter-
national Motors LLC, Lisle, Illinois, USA (International Motors LLC) (formerly: Navistar Inter-
national Corporation, Lisle, Illinois, USA), Volkswagen Truck & Bus Indústria e Comércio
de Veículos Ltda., São Paulo, Brazil (Volkswagen Truck & Bus Ltda.), TRATON Financial
Services AB, Södertälje, Sweden ( TRATON Financial Services AB), and a large number of
other companies.
TRATON SE is entered in the commercial register at the Munich Local Court under no. HRB
246068. The Annual Financial Statements of TRATON SE for the fiscal year from January 1
through December 31, 2024, have been prepared in accordance with the provisions of
the Handelsgesetzbuch ( HGB — German Commercial Code) and the SE Regulation, in
conjunction with the Aktiengesetz (AktG — German Stock Corporation Act).
As of the reporting date of December 31, 2024, TRATON SE was an 89.72%-owned direct
subsidiary of Volkswagen International Luxemburg S.A., Strassen, Luxembourg
(Volkswagen International Luxemburg), which in turn is a wholly owned subsidiary
of Volkswagen Finance Luxemburg S.A., Strassen, Luxembourg (Volkswagen Finance
Luxemburg). All the shares of Volkswagen Finance Luxemburg (100%) are held in turn
by Volkswagen Aktiengesellschaft, Wolfsburg (Volkswagen AG).
1. Course of business
The performance of TRATON SE is heavily influenced by that of the TRATON GROUP, which
is presented in detail in the “Report on Economic Position” section. Profit and loss transfer
agreements enable TRATON SE to participate in the operating results of individual sub -
sidiaries. In addition, TRATON SE profits from dividend payouts. TRATON SE is integrated
into the TRATON GROUP’s internal management process, and the same key performance
indicators apply as for the TRATON GROUP.
TRATON SE is led by an experienced Executive Board team that comprises the Group
functions Chief Executive Officer ( CEO), Chief Financial Officer ( CFO), and Chief Human
Resources Officer ( CHRO), as well as another Executive Board member responsible for
TRATON Group Product Management, plus the CEOs of Scania, MAN, International, and
VWTB. Niklas Klingenberg has been a new member of the Executive Board, responsible
TRATON SE (German
GAAP)
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for Research & Development, since January 1, 2025. He will continue to drive forward
research & development in the Group.
The Schuldscheindarlehen placed by TRATON SE in 2021 were drawn down to €350 million
(previous year: €700 million) as of December 31, 2024.
TRATON SE has revolving credit lines of €4.3 billion (previous year: €4.3 billion) at
Volkswagen AG, of which €943 million (previous year: €797 million) was drawn down. The
TRATON SE also has an unused confirmed credit line of €4.5 billion (previous year:
€4.5 billion) available as a liquidity reserve. TRATON SE had entered into this syndicated
loan on July 28, 2020, and increased it from the original €3.8 billion to €4.5 billion on
December 15, 2021. The revolving credit line had a term of five years and was extended
twice for one year each following agreement after the banking consortium consisting
of 23 banks approved both extension requests. The term of the syndicated loan ends
on December 16, 2028. The credit line serves general corporate purposes as well as to
safeguard the TRATON GROUP’s liquidity.
The TRATON GROUP has had a European Medium Term Notes program (EMTN program)
in place since March 12, 2021. This €12.0 billion capital market issuance program enables
the TRATON GROUP to raise capital on the debt markets flexibly and efficiently. In addition
to TRATON SE, the Company’s indirect subsidiary TRATON Finance Luxembourg S.A.,
Strassen, Luxembourg ( TRATON Finance) can also issue bonds under the program. The
EMTN program is used for general corporate purposes, with the capital raised being
used as needed within the TRATON GROUP. As of December 31, 2024, bonds issued by
TRATON Finance with a total principal amount of €10.8 billion (previous year: €8.3 billion)
were outstanding under the €12.0 billion EMTN program and hedged in part by interest
rate derivatives.
In September 2023, the TRATON GROUP had launched a commercial paper program
(CP program) with a volume of €2.5 billion, of which a carrying amount equivalent to
€188 million (previous year: €999 million) had been used for financing in the TRATON
Financial Services segment as of December 31, 2024. In addition to TRATON SE, the
Company’s indirect subsidiaries TRATON Finance and TRATON Treasury AB, Södertälje,
Sweden (TRATON AB) can also issue commercial paper under the CP program. This has
opened up an additional financing market for TRATON and complements the existing
€12 billion EMTN program. The CP program is used to finance short-term maturities with
terms of up to one year.
In 2024, the most important truck markets (> 6t) for the TRATON GROUP reported a
slight decline overall. After the high market level in Europe and North America in 2023
largely covered the pent-up demand from the Covid years, there was a return to normal
in the reporting period. Even though market conditions normalized, the TRATON GROUP
increased its sales revenue by 1% to €47.5 billion in 2024. Unit sales fell by 1% to
334,215 vehicles, whereas incoming orders remained on a level with the comparative
period at 263,575 vehicles.
For fiscal year 2024, TRATON SE reported earnings after tax of €–92 million (previous year:
€565 million). The €656 million decrease resulted primarily from net investment income,
income from long-term loans, and higher Other operating expenses. Income taxes had
an offsetting effect. This means that we did not achieve the improvement in both net
investment income and earnings after tax projected in the previous year.
2. Results of operations
Income statement of TRATON SE
€ million 2024 2023 Change
Net investment income 381 839 –458
Income from other securities and long-term loans 27 189 –162
Net interest income/expense –289 –248 –41
Sales revenue 46 36 11
Cost of sales –41 –33 –7
Gross profit 5 2 3
General and administrative expenses –158 –137 –20
Other operating income 440 381 59
Other operating expenses –537 –381 –156
Income taxes 39 –81 120
Earnings after tax –92 565 –656
Net loss/profit –92 565 –656
Profit carried forward from the previous year 202 16 186
Withdrawal from capital reserves 800 400 400
Allocation to the statutory reserve – –28 28
Net retained profit 910 952 –42
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Net investment income primarily includes income of €361 million (previous year:
€805 million) from profit transfer agreements, investment income of €50 million (previ-
ous year: €51 million), and expenses of €31 million (previous year: €17 million) from loss
absorption. Net investment income decreased by €458 million year-on-year. This was
mainly the result of the profit transfers from MAN Truck & Bus SE and Scania CV Deutschland,
Koblenz.
The decrease in income from long-term loans is primarily attributable to the contribution
of a loan to TRATON Sweden AB in the amount of €3.5 billion to TRATON International S.A.
by way of capitalization measures.
Sales revenue, which primarily contains services and cost allocations charged to affiliated
companies, rose from €11 million to €46 million. General and administrative expenses
increased by €21 million to €158 million. This is mainly due to higher consulting costs in
connection with the execution of the TRATON Way Forward strategy and the increase in
personnel expenses due to new hires.
The changes in other operating income and other operating expenses mainly result from
foreign currency translation and the expenses incurred in connection with the judicial
award proceedings.
The Executive Board and Supervisory Board of TRATON SE will propose the payout of a
dividend of €1.70 (previous year: €1.50) per share for fiscal year 2024 to the shareholders at
the Annual General Meeting. This proposal corresponds to a total payout of €850 million
(previous year: €750 million).
3. Assets and financial position
Balance sheet of TRATON SE
€ million 2024 2023 Change
Fixed assets 22,819 22,849 –29
Receivables and other assets 1 2,837 2,094 744
Bank balances 459 220 239
Total assets 26,115 25,162 954
Equity 13,934 14,776 –842
Liabilities to banks 2,365 3,644 –1,279
Miscellaneous provisions and liabilities 1 9,816 6,742 3,074
Total equity and liabilities 26,115 25,162 954
1 Including accruals and deferrals
Total assets increased by €954 million year-on-year to €26.1 billion.
Fixed assets primarily comprise interests in TRATON International S.A., Strassen, Luxem-
bourg (TRATON International S.A.) and MAN Truck & Bus SE. This also contains loans of
€801 million (previous year: €4.7 billion) to affiliated companies. A loan of €3.5 billion to
TRATON Sweden AB, Södertälje, Sweden, was contributed to TRATON International S.A. in
the fiscal year by way of capitalization measures. This was recognized as a disposal in
loans. In addition, repayments of loans of Scania CV AB, Södertälje, Sweden (Scania CV AB)
in the amount of €500 million and TRATON Finance Luxemburg S.A. in the amount of
€350 million were recognized as disposals. By contrast, loans increased due to a loan to
TRATON Treasury AB in the amount of €500 million.
Receivables and other assets rose by €744 million to €2.8 billion. The increase is mainly
due to internal refinancing in the Group.
The decrease in equity is the result of the net loss for the year of €92 million less the
dividend of €750 million paid out in the reporting period for fiscal year 2023. The equity
ratio decreased to 53.4% (previous year: 58.7%) as of December 31, 2024.
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TRATON SE’s capital reserves of €12.5 billion (previous year: €13.3 billion) constitute the
contributions by Volkswagen AG to TRATON SE, in particular from the contribution of
MAN SE and Scania AB. €800 million (previous year: €400 million) was withdrawn from
the capital reserves during fiscal year 2024.
Miscellaneous provisions and liabilities contain, in particular, liabilities to affiliated com-
panies and other provisions. The main drivers here are the increase in liabilities to Scania
CV AB by €1.4 billion and to TRATON Sweden AB by €1.0 billion.
Net liquidity/net financial debt comprises bank balances, intragroup receivables from
financing transactions, loans to Group companies, and marketable securities less financial
liabilities to banks/others and less intragroup liabilities from financing transactions.
TRATON SE’s net financial debt was €8.2 billion (previous year: €4.2 billion) as of Decem-
ber 31, 2024.
4. Opportunities and Risks
The business performance of TRATON SE is essentially exposed to the same risks and
opportunities as that of the TRATON GROUP. TRATON SE’s exposure to the risks of its equity
investments and subsidiaries is proportionate to the stakes it holds in these. The risks and
opportunities are outlined in the “Report on opportunities and risks.” In addition, the
relationship with equity investments may result in payments arising from statutory or
contractual liability (especially financing) and write-downs of shares in affiliated compa-
nies and equity investments.
5. Report on expected developments
TRATON SE is the parent and holding company of the TRATON GROUP. The results reported
by its subsidiaries are distributed or transferred to TRATON SE. The expectations with
regard to the TRATON GROUP’s business performance as described in the outlook also
affect the earnings of TRATON SE. The outlook for the TRATON GROUP thus also applies
to TRATON SE. Taking into account the expectations with regard to the TRATON GROUP’s
key performance indicators, higher income from equity investments will have a positive
impact on the result for the year. For further information, refer to the TRATON GROUP’s
“Report on expected developments.”
Report on Expected Developments, Opportunities,
and Risks
1. Report on expected developments
This report on expected developments describes the estimated expected development
of the TRATON GROUP’s most important key performance indicators for fiscal year 2025.
These estimates are based on assumptions concerning the development of opportunities
and risks, the economy as a whole, and the truck and bus markets relevant to us. The
assessments presented for future development of the business are based on the targets
of our segments. Developments that run counter to our assumptions and expectations
may lead to corresponding adjustments to the forecast.
Expected macroeconomic developments
Our planning is based on the assumption that global economic output will grow overall
in 2025 at a similar pace to 2024. We assume that both the advanced economies and the
emerging markets will show similar momentum to the reporting period on average. The
declining inflation in major economic regions and the resulting monetary easing should
positively impact consumer spending. We continue to believe that risks will arise from
the growing fragmentation of the global economy, protectionist tendencies, turbulence
in the financial markets, and structural deficits in individual countries. Growth prospects
are also being adversely affected by ongoing geopolitical tensions and conflicts; risks
arise in particular from the Russia-Ukraine conflict and the hostilities in the Middle East,
as well as uncertainties surrounding the political direction of the USA.
We also expect the global economy to continue growing at stable rates of change in the
period to 2029.
Europe
In Western Europe, we are expecting the economy to grow at a faster rate in 2025 than
in the reporting year, with average inflation continuing to recede. The associated cuts in
key lending rates by the European Central Bank ( ECB) should support the economic
situation in the eurozone.
Report on Expected De -
velopments, Opportuni-
ties, and Risks
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In Central Europe, we are anticipating a somewhat higher growth rate in 2025 compared
with the previous year, with continued high, but less dynamic price increases, while
economic output in Eastern Europe is likely to continue recovering after the sharp slump
in 2022 as a result of the Russia-Ukraine conflict.
North America
We are anticipating continued robust economic growth in the USA in 2025, although the
pace of growth will weaken and the labor market will be impacted accordingly. The US
Federal Reserve is likely to cut interest rates further in 2025 in response to the expected
decline in inflation and to support the labor market. Economic growth in Canada and
Mexico looks set to be somewhat higher than in the reporting period.
South America
The Brazilian economy is expected to record positive growth in 2025, albeit at a somewhat
lower rate than in the reporting period. Argentina is expected to see positive growth again
following two years of contraction.
Asia/Pacific
Chinese GDP is expected to grow at a relatively high level in 2025, albeit at a slower pace
than in 2024.
Expected sectoral developments
In the markets for trucks and buses that are relevant for the TRATON GROUP, we are
expecting the trends from the reporting year to continue in 2025. In light of the current
geopolitical risks and their impact on the macroeconomic situation, there could be addi-
tional challenges for the development of the commercial vehicle markets.
Due to the noticeable consumer caution, we are projecting an overall declining market
for new registrations of medium and heavy-duty trucks (> 6t, or Class 6 through 8 in North
America) in our core regions, albeit with regional variations. We are anticipating a notice-
able or slight market decline for the EU27+3 and North America regions. We are expecting
a slight increase in the South American market volume in 2025, following a significant
increase in demand for trucks in the reporting period.
Our expectations for demand in the bus markets relevant to the TRATON GROUP (EU27+3
region, North America, South America) in 2025 are for a positive market trend overall,
albeit with regional variations. We are assuming a moderate increase in the market in the
EU27+3 region. We are expecting a substantial increase in new registrations in North
America. We are anticipating a noticeable decline in the South American market.
Expectations for the TRATON GROUP
Unit sales 2025
We are forecasting demand to decline overall in our core markets in fiscal year 2025.
Overall, we are expecting unit sales across all brands and all vehicles (including the
MAN TGE) to fall within a range of –5 to +5%.
Sales revenue and return 2025
We anticipate that the TRATON GROUP’s sales revenue and the sales revenue of the
TRATON Operations business area will see a stable development in the range of –5 to +5%.
For fiscal year 2025, we are forecasting an operating return on sales (adjusted) of between
7.5 and 8.5% for the TRATON GROUP, which is below the level of the reporting period. For
the TRATON Operations business area, we are also anticipating a lower operating return
on sales (adjusted) of between 8.5 and 9.5%.
Reflecting the gradual expansion of the Financial Services business of MAN and VWTB,
we are projecting a return on equity of 8.0 to 11.0% for the TRATON Financial Services
business area.
Net cash flow 2025
In light of a lower operating return on sales, we are expecting the TRATON Operations
business area to generate net cash flow in the range of €2.2 billion to €2.7 billion in fiscal
year 2025.
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Capital expenditures and primary research & development costs 2025
By investing in forward-looking technologies and our plants, including the new produc-
tion site in China, we are laying the foundations for profitable growth in the future.
Because investments were shifted from the reporting period, we are anticipating a
significant increase in capital expenditures at the TRATON Operations business area for
the new fiscal year 2025. By contrast, research & development costs are likely to decrease
slightly year on year. This is attributable to upfront spending on forward-looking technol-
ogies and to higher costs of compliance with regulatory requirements in reporting
year 2024.
Summary of expected developments
Although the global economy is expected to grow in 2025 at a similar rate to the previous
year, we are anticipating a mixed picture in the truck and bus markets that are relevant
to us. Overall, the TRATON GROUP is forecasting sales revenue growth in the range of –5
to 5% and an operating return on sales (adjusted) of 7.5 to 8.5% for 2025. This forecast is
conditional on there being no increased economic risks that could impact our sector in
particular.
Actual 2024 Forecast 2025
TRATON GROUP
Sales (units) 334,215 –5–5%
Sales revenue (€ million) 47,473 –5–5%
Operating return on sales (adjusted) (in %) 9.2 7.5–8.5
TRATON Operations
Sales revenue (€ million) 46,182 –5–5%
Operating return on sales (adjusted) (in %) 10.3 8.5–9.5
Net cash flow (€ million) 2,834 2,200–2,700
Capex (€ million) 1,751 significant increase
Primary R&D costs (€ million) 2,458 slight decrease
TRATON Financial Services
Return on equity (in %) 10.8 8.0–11.0
2. Report on opportunities and risks (contains the report required by
section 289 (4) of the HGB)
The TRATON GROUP is exposed to numerous risks in a wide range of categories. Entre -
preneurial risks are acceptable to a reasonable extent, but they need to be managed
effectively and controlled with appropriate risk response measures. Risks that pose a
threat to the continued existence of the TRATON GROUP or any TRATON brand must be
avoided.
In this context, the term “risk” describes the possibility of events or developments occur-
ring that may — individually or together with other circumstances — have a significant
effect on achieving TRATON GROUP´s targets, plans or strategies. Risks with a positive
effect are referred to as “opportunities.” In addition, risks to society and the environment
are taken into consideration, which relate to the aspects presented in the Group Sustain-
ability Statement. Such risks may impact TRATON’s business activities, society, and the
environment, or a combination thereof. Risks arising from the supply chain and the use
of TRATON’s products and services are also included.
The TRATON GROUP promotes a risk awareness culture that is characterized by transpar-
ency and encourages people throughout the Group to address and manage risks openly.
Transparency is fundamental for dealing effectively with risks and avoiding blind spots,
in other words, risks that remain undetected and therefore are not addressed properly.
TRATON is a dynamically evolving company that is characterized by various transformation
projects (e.g., formation of Group Industrial Functions, expansion of TRATON Financial
Services, development of the TRATON Modular System). To address these changes, the
TRATON GROUP continuously reviews and enhances its risk management and internal
control systems in order to ensure effective and uniform minimum standards across the
whole TRATON GROUP.
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Risk management organization
The Executive Board of TRATON SE holds the ultimate responsibility for implementing
and monitoring effective risk management in the TRATON GROUP. In order to fulfill this
obligation, the Executive Board provides strategic focus, takes decisions on major risk
management matters, and acknowledges TRATON GROUP’s significant risks. Furthermore,
the Executive Board provides summarized information to the Supervisory Board and Audit
Committee of TRATON SE so that these can fulfill their oversight role.
The mandate to develop the Group’s risk management framework has been assigned to
the Governance, Risk & Compliance (GRC) function at TRATON SE. Together with the cor-
responding functions in the brands, it is responsible for designing, implementing, and
coordinating the respective processes across the TRATON GROUP.
As a principle, all managers across the organization have a responsibility to manage risks
within their area of responsibility (risk ownership). As soon as these risks fulfill the relevant
reporting criteria and thresholds, they must be reported openly and promptly along the
defined reporting channels and additionally to the respective risk management function.
The Corporate Audit function provides independent assurance about the effectiveness
and efficiency of the TRATON GROUP’s risk management activities.
Risk management framework
The TRATON risk management framework covers several risk and control related processes
within the TRATON GROUP and shows how these correlate. The framework addresses
relevant legal requirements and further makes reference to generally accepted principles
defined by external framework and standard setters (e.g., COSO, ISO).
The purpose of risk management at TRATON is to define binding minimum standards for
effective risk management across the whole TRATON GROUP. It provides a transparent
description of the current TRATON risk exposure and ensures that clear responsibilities
are allocated for all relevant risks. In general, all processes included in the framework
follow the same generic cycle:
– Identify relevant risks that affect the business, society, or the environment
– Assess and prioritize relevant risks based on financial effect, likelihood, and further
criteria
– Respond to risks by implementing appropriate risk responses (e.g., controls or action
plans)
– Report to management on the Company’s risk status
– Monitor the Company’s risk status and the effectiveness of risk response measures
The risk management framework deals with risks in a narrower sense, thus without con-
sidering opportunities. Instead, for external reporting purposes opportunities are collected
periodically from dedicated functions, especially Controlling, Sustainability and Strategy.
Risk management processes
Enterprise risk management (ERM)
The ERM process is designed to provide management with transparency regarding the
TRATON GROUP’s current risk exposure. To achieve this, it focuses on concrete risks which,
isolated or in combination with other risks, may have a significant effect on TRATON and
its Brands’ strategies, plans and objectives or on society and the environment. ERM
encompasses all organizational rules and measures to identify and assess such concrete
risks from a broad range of categories. It helps management to ensure that all relevant
risks are clearly assigned to an owner and to monitor the implementation of appropriate
measures. ERM serves as the core process for satisfying a variety of internal and external
reporting obligations, as outlined in the related chapters below. It should be noted that
ERM and Double Materiality Analysis (for more information refer to the Sustainability
Statement) are separate processes with defined interfaces to ensure coordinated risk
identification, mitigation, and reporting.
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Risks are assessed on a net basis in terms of their probability of occurrence and financial
effect, which already factors in any implemented risk response measure. The assessment
also covers the qualitative criteria of reputational loss, effect on legal and compliance,
and, since 2024, effect on society and the environment. A score is calculated from the
quantitative and qualitative criteria. Risks are ranked according to this score, if necessary,
considering an additional professional judgement by management.
For risk aggregation purposes, the two quantitative criteria of probability of occurrence
and financial effect are used. TRATON uses a Monte Carlo simulation to analyze the aggre-
gate effect of the risks on our financial results. The expected maximum loss at a defined
confidence level (value-at-risk) is then compared with the TRATON GROUP’s risk-bearing
capacity. Risk-bearing capacity is defined as recognized equity plus the planned financial
result of the TRATON GROUP. The outcome of this comparison is included in the overall
assessment of the TRATON GROUP’s risk and opportunity position.
Internal control system (ICS)
The ICS is a recurring process for managing and monitoring systemic or inherent risks at
process level. It covers all prescribed procedures, methods, and measures that serve to
provide reasonable assurance regarding the reliability of financial reporting and selected
compliance topics (e.g., anti-corruption, antitrust law, tax compliance, product compliance)
as well as the ICS introduced in 2024 regarding sustainability reporting, which should
ensure a comparable security level in the future. ICS as a process comprises the selection
of entities to be included (scoping), the risk-based selection and documentation of relevant
control activities, assessment of control design and operating effectiveness, remediation
of identified control deficiencies, and management reporting.
In response to the European Union’s Corporate Sustainability Reporting Directive (CSRD),
TRATON is currently pursuing a group-wide project to implement the respective require-
ments for the internal control system. Further steps will be taken to achieve a reasonable
assurance level in the upcoming years.
Risk reporting
The Executive Board and the Supervisory Board/Audit Committee of TRATON SE are
informed regularly about the TRATON GROUP’s risk position and risk management. The
same applies to the executive and supervisory bodies of the TRATON brands and Group
companies.
On behalf of TRATON SE’s Executive Board, the TRATON Governance & Risk Board ( GRB)
deals with risk management, internal controls, and other related topics in the TRATON
GROUP on a quarterly basis. The GRB is hosted by the GRC function and composed of the
Chief Financial Officers of TRATON SE and the brands as well as other managers from the
levels below the Executive Board.
In addition to the criteria for regular risk reporting processes, criteria have been defined
across the TRATON GROUP for when an urgent risk notification to the Executive Board is
required. That is the case if a new risk emerges that may have a material impact on the
TRATON GROUP’s targets, or if an already reported risk increases significantly.
Finally, TRATON satisfies a number of additional internal and external reporting require -
ments, e.g., risk reporting to Volkswagen AG and external risk reporting in the Combined
Management Report of the statutory financial reporting.
Appropriateness and effectiveness of risk management
Monitoring the appropriateness and effectiveness of risk management, in particular the
ERM and ICS processes, is one of the core tasks of the GRB. It collates and evaluates rele-
vant information that allows conclusions to be drawn on the appropriateness and effec-
tiveness of risk management. This includes findings from internal and external audits,
results from control evaluations as part of the ICS and status reports on risk management
projects. If weaknesses are identified, the GRB initiates appropriate corrective measures
and monitors their implementation. The results are integrated into the reports to the
Executive Board and the Supervisory Board/Audit Committee of TRATON SE.
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Based on the measures described above for monitoring the appropriateness and effec -
tiveness of risk management, the Company is not aware of any evidence that would
indicate any material weakness in risk management. It should be noted that even an
appropriate, effective risk management system cannot offer any absolute certainty that
all relevant risks will be identified in good time and will be mitigated by suitable measures
and controls.
Main characteristics of the internal control system for financial reporting
The TRATON GROUP’s internal control system is designed, among other things, to provide
reasonable assurance that TRATON’s consolidated financial statements are accurate, in
other words without material errors or omissions. The TRATON GROUP’s internal control
system for sustainability reporting was initially designed for limited security. We aim to
achieve a comparable level of assurance for sustainability reporting in the coming years.
At TRATON SE, the Accounting and ESG functions prepare the consolidated financial and
sustainability statements for the TRATON GROUP respectively. Both functions govern the
corresponding frameworks, which include relevant reporting manuals, policies, and the
definition of procedural instructions and internal controls. A manual for sustainability
reporting was introduced for the first time in 2024. Furthermore, both functions monitor
legislative requirements relevant to their area of responsibility and review the consistency
and continuity of financial and sustainability reporting across the TRATON GROUP.
To ensure the validity of financial reporting, typical control mechanisms are systematically
applied to all relevant processes, in particular comprehensive verification and review
mechanisms, approval hierarchies, segregation of duties, and the four-eyes-principle. For
sustainability reporting for fiscal year 2024, typical control mechanisms are systematically
applied to processes of data collection and data aggregation, such as comprehensive
plausibility checks, review mechanisms, and approval hierarchies. Since financial report-
ing and consolidation rely heavily on the use of information technology, appropriate
IT controls are in place for all relevant systems, e.g., access controls, backup/recovery
procedures, and change management, including controls over external service providers.
For sustainability reporting, TRATON expects greater reliance on information technology
in the future and will use IT controls to mitigate the underlying risks. The TRATON GROUP’s
internal control system not only covers accounting or ESG activities at TRATON SE, but
also includes other functions and subsidiaries where material reporting-relevant infor -
mation is generated. The internal controls for sustainability reporting cover not only the
ESG activities of TRATON SE, but also other functions at Group level in which material
information on sustainability reporting is consolidated and reported. Consolidation and
aggregation of data relevant for sustainability reporting is also monitored by controls at
brand level.
The effectiveness of the internal control system over financial reporting is assessed at
least annually during the ICS process. The implementation status of the internal controls
for sustainability reporting in fiscal year 2024 was tracked and documented. In the
course of an ongoing CSRD ICS project, a continuous evaluation approach for internal
controls over sustainability reporting will be implemented for fiscal year 2025. Any iden-
tified control deficiencies are centrally monitored until remediation measures have been
implemented.
Opportunities and risks
Significant opportunities and risks that may have an effect on the TRATON GROUP’s net
assets, financial position, and results of operations, as well as on society and the environ-
ment, are classified into five categories: Strategic Risks, Market Risks, Operational Risks,
Legal & Compliance Risks, and Financial Risks. Starting with this year’s reporting, the
Company streamlined its risk taxonomy by merging the two categories Products and
Operations into the Operational Risks category, for simplified risk classification without
losing any risk information. We also renamed the 2023 reported risk categories to be
named as follows in 2024 going forward: Strategy to Strategic Risks, Markets to Market
Risks, Operations to Operational Risks, Legal & Compliance to Legal & Compliance Risks
and Finance to Financial Risks.
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Strategic Risks
The TRATON GROUP’s strategy, the TRATON Way Forward, is based on the long-term vision
of how TRATON will manage the growing importance of sustainability, decarbonization,
and digital transformation, and hence the resulting changes expected in the transporta-
tion and logistics industry. This strategic framework aims to leverage the opportunities
resulting from these changes. TRATON is committed to operating sustainably and respon-
sibly at all times, irrespective of individual corporate decisions.
The TRATON Way Forward consists of four elements. The elements are: (1) Responsible
Company; (2) Value Creation; (3) TRATON Accelerated!; and (4) Strategy Execution & Gover-
nance. Implementing these elements is associated with various opportunities and risks.
(1) Responsible Company
Commercial vehicles are subject to increasingly rigorous environmental requirements
and other rules worldwide. The goal of climate neutrality by 2050 defined in the European
Green Deal for the 27 member states of the European Union ( EU) and the associated
ambitious CO2 reduction targets (general reduction of CO2 emissions in the EU by at least
55% by 2030 vs. 1990 and by 90% by 2040 vs. 1990) pose a significant challenge for TRATON
and the entire transportation sector. In mid of 2024, for example, the European Union set
new ambitious targets for manufacturers of heavy-duty commercial vehicles like the
TRATON GROUP to reduce CO2 emissions in Europe in the course of two decades in the
new Regulation (EU) 2024/1610 (CO2 regulation). The existing target set for 2025 of reduc-
ing CO2 emissions from heavy-duty commercial vehicles with more than 16 tons by 15%
was confirmed. However, the EU increased the reduction target from 30% to 45% by 2030
and set it to 65% by 2035 and 90% by 2040 for these vehicles, based on a benchmark from
the period from July 2019 to June 2020. In addition, these targets will be extended to other
commercial vehicle sub-groups. This concerns medium and heavy commercial vehicles
over 5 tons, including interurban buses and coaches. Some special vehicles will continue
to be exempt. To stimulate faster deployment of zero-emission city buses, the EU has
further decided that all new city buses must be zero-emission starting in 2035, with an
interim target of 90% in 2030. If these emissions targets are not met, there are to be
penalties of €4,250 for every gram of CO2 emitted per ton-kilometer (tkm) that exceeds
the limits starting in 2025. The new Euro 7 emissions standards to limit harmful pollutants
such as nitrous oxide ( NOx) or particulate matter from vehicle exhaust gases have been
agreed in the EU. The corresponding law was published in May 2024. The final text is very
challenging in terms of both limit values and testing methods. Many technical details
remain to be set in so-called secondary legislation.
In North America, TRATON is also affected by the potential further tightening of CO2 and
NOx emissions regulations in the USA. The U.S. Environmental Protection Agency ( EPA)
has set more stringent CO2 limits for heavy-duty vehicles, among other things. The new
regulations require a significant portion of heavy commercial vehicles to be emission-free
by 2032 to achieve the set climate targets. Already in 2023, the California Air Resources
Board (CARB) had adopted the Advanced Clean Fleet Regulation (ACF). The ACF requires
fleet owners to convert their vehicles to zero emissions. Some fleet requirements began
in 2024 but vary by industry. In addition to the fleet requirements, the ACF requires all
trucks sold in California to be zero-emission by 2036. This may expose the TRATON GROUP
to differing regulatory standards at the level of the USA as a whole and of individual states,
with the result that emissions regulations may become effective at different times and
with varying degrees of severity.
Along with other important markets in which the TRATON GROUP sells its products, in
2023 China set the China 6 (CN 6) emission standard for reducing pollutions for all heavy-
duty commercial vehicles. Also, China will introduce new Stage IV Fuel Consumption
Limits from July 2025, as well the New Energy Vehicle Credit Policy plan which is esti -
mated to be implemented from 2026 to reduce CO2 emissions for all commercial vehicles.
The progress of new regulation drafting, and regulation revision goes rapidly, especially
on Advanced Driver-Assistance Systems (ADAS), Intelligent and Connected Vehicles (ICV)
and New Energy Vehicle (NEV) areas.
Adapting commercial vehicles to new emissions standards is technologically challenging
and costly, especially in light of often conflicting regulations for CO2 and other pollutant
emissions produced by combustion engines. To meet European Union and North American
targets, it is imperative to deploy new technologies to reduce CO2 and other exhaust
emissions. TRATON is therefore investing to a substantial extent in climate-friendly alter-
native drive systems, primarily battery electric commercial vehicles.
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However, the medium- to long-term transition from combustion engines to zero-emission
commercial vehicles is associated with uncertainties that are reflected in various risks
and opportunities. The current and future investments in battery electric vehicles might
not generate the expected income. On the one hand, the gradual, well-timed switch to
battery electric vehicles, offers TRATON the opportunity to meet CO2 emissions standards
worldwide, respond better and faster to customer wishes, and gain market share by enter-
ing the market at an early stage. On the other, the limited availability of batteries and the
current higher purchase costs for battery electric commercial vehicles represent risks to
the transition to zero-emission commercial vehicles. An additional very important and
necessary condition for the transition is a powerful, widespread charging infrastructure
tailored specifically to commercial vehicles. In order to speed the market acceptance of
battery electric commercial vehicles in the European market, the TRATON GROUP has
established the Milence joint venture together with Daimler Truck and the Volvo Group.
This partnership aims to develop a publicly accessible, high-performance charging net -
work for battery electric commercial vehicles in Europe that is open to vehicles from all
manufacturers. Despite the common efforts in the Milence joint venture, the development
of an adequate pan-European charging infrastructure remains a challenge.
By aspiring to be a Responsible Company, TRATON is continuing to aim to foster diversity
and inclusion throughout the Company and ensure good standards of governance and
ethical conduct by its employees. In the course of these efforts, TRATON is exposed to
various challenges that may result in the company not achieving the targets it has set
itself. Altogether, the Company will gain access to various long-term opportunities if, for
example, it succeeds in attracting investors with a strong focus on sustainability criteria.
(2) Value Creation
Within the TRATON GROUP, each brand has a clearly defined strategic target return and
is seeking to achieve this return by gaining market share, improving unit price realization,
and enhancing efficiency. The Group operates in an industry where improving brand
performance is crucial in order to maintain competitiveness and increase profitability.
Moreover, cooperation between the brands is generating significant opportunities due,
in particular, to additional economies of scale. The future success of the TRATON GROUP
may be jeopardized if long-term synergies from cooperation between the brands fail to
materialize and successful operational efficiency enhancements within the individual
units are not achieved.
In addition, TRATON’s presence on the North American market is creating opportunities
from leveraging the powerful component and technology base within the TRATON GROUP,
expanding the financial services business, and further leveraging International’s dealer
and service network, which is one of the largest independent networks in the North
American market. However, the success of this complex and long-term process is asso -
ciated with uncertainties, which are also influenced by decisions made by the new
US administration.
In the course of its global expansion, the TRATON GROUP intends to close the most
important gap it still has ― Asia. China is the world’s largest commercial vehicle market
by volume. TRATON intends to respond to local demand through appropriate investments.
However, this exposes TRATON to certain risks associated with the Chinese market. These
include growing geopolitical uncertainties that could lead to new trade barriers and the
decoupling of economic areas. In addition, the Company’s activities in China are under
particular scrutiny with regard to respect for human rights. Various operational risks are
also associated with investments in China, such as risks in the course of developing local
production, risks from legislation, and risks from the local market and competitive envi-
ronment.
(3) TRATON Accelerated!
In a world shaped by electrification, autonomous driving, and connectivity, the TRATON
GROUP aims to create more added value for customers in the future through new business
models, solutions, and partnerships. The Group is expanding its perspective on business
beyond pure transportation through an active role in shaping the transportation and
logistics ecosystem of the future. Moving into new business areas such as logistics, new
solutions for customers, and other digital business models entails risks for the Group, but
also offers it sustainable opportunities to position itself competitively in the long term in
the course of the transformation of technologies and markets. In addition, the develop -
ment of the TRATON Financial Services segment into an integrated captive Financial
Services unit for the whole Group enables comprehensive financing options to meet the
demand for new technologies and business models.
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(4) Strategy Execution & Governance
The fourth element of the TRATON Way Forward focuses on executing the strategy. The
goal is to concentrate capabilities and hence strengthen the overall competitiveness by
developing a Group-wide modular system with standardized interfaces for the most
important technology areas (TRATON Modular System) and through closer organizational
integration. TRATON laid the cornerstone by establishing new Group Industrial Functions
for research & development and by coordinating purchasing, production, and logistics
across the whole Group. If the TRATON GROUP does not succeed in achieving the desired
synergy and efficiency improvements, this could have a substantial adverse effect on its
long-term business, operating result, financial position, and future prospects.
Market Risks
The commercial vehicle industry is heavily influenced by economic and political condi -
tions globally and in TRATON’s regional and product-specific core markets. For that reason,
the industry is subject to significant cyclicality. Deviations from expected developments
in the economic environment and fluctuations in the business climate may result in both
opportunities and risks when it comes to demand for the TRATON GROUP’s products and
services.
In general, demand for commercial vehicles is highly cyclical, i.e., periods of high customer
investment in commercial vehicles are typically followed by phases of reduced demand.
The length, timing and intensity of these demand cycles can vary depending on the
market segment, customer group, and region. Additionally, these cycles are influenced
by external political and economic factors and hence generally subject to uncertainty.
Such variable demand patterns can lead to a rapid rise or fall in demand for TRATON’s
products and services. The global macroeconomic situation, which is characterized,
among other factors, by growing geopolitical tensions, has led to a continuing imbalance
between supply and demand. This may lead to considerable risks for TRATON.
Risks to the global economic development also stem from growing protectionist tenden-
cies and structural deficits that threaten the progress of individual advanced economies
and emerging markets. The increasing ecological challenges, which affect individual
countries and regions to different degrees, are another contributing factor. Inflation has
recently approached the ECB’s and Fed’s 2% target in many regions, prompting central
banks to cut interest rates. It is uncertain, however, if this trend will continue. TRATON can
miss growth opportunities if it fails to expand beyond the current regional core markets.
The Group could lose market share to new and existing competitors, if it fails to meet
customer’s and regulatory requirements alike. In case of political turmoil, it could be
partially or fully shut out of important markets.
The TRATON GROUP aims to benefit from accessing growing addressable markets in
emerging economies. The addressable market for western vehicle manufacturers in these
markets is expected to grow as stricter regulations and emissions standards are imple -
mented globally over the coming years. However, economic growth in some emerging
markets is overshadowed, in particular, by dependency on energy and commodity prices,
a shortage of capital imports, as well as by socio-political tensions, conflicts, corruption,
inadequate government structures, and a lack of legal reliability.
Geopolitical tensions and conflicts, such as the war in Ukraine, tensions between China
and Taiwan, and the conflict in the Middle East, which remains unresolved despite the
recent easing of tensions, as well as signs that the global economy is becoming increas-
ingly fragmented are additional material risk factors for the development of individual
countries and regions. In addition, decisions by the new U.S. administration may have a
significant influence on this. These are increasingly leading to sanctions, tariff barriers,
and other protectionist obstacles to trade. In light of the existing, strong global interde -
pendence, local developments may also negatively impact the global economy. Any
escalation of regional conflicts could further distort the supply chain, energy, and com-
modity markets around the world and intensify migration trends, for example. The same
applies to violent conflicts, terrorist activities, cyberattacks, and the spread of infectious
diseases, which may prompt unexpected, short-term responses from the markets.
Internationals’ business in North America gives the TRATON GROUP access to a large,
high-margin part of the global transportation market. This opens up additional growth
potential for TRATON and ensures a better balance between regional market developments
in the cyclical commercial vehicle industry. In addition, International Motors has substan-
tial growth opportunities in its primary North American markets if the International brand
can progressively restore its market share to the levels seen in the past. Decisions by the
new U.S. administration may have a significant influence on this development, which is
why we are monitoring them closely.
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TRATON is subject to intense competition, which may increase further in the future, e.g.,
as a result of new competitors entering primary markets. TRATON’s future success
depends on the Group’s ability to address the key factors of competition in the commer-
cial vehicle industry. These are, in particular, its innovative capacity, which has a positive
effect on the total cost of ownership of TRATON products, the ability to address specific
customer needs with tailored solutions, and the availability of technological innovations
that respond to the major trends of the industry (i.e., alternative drives, connectivity, and
autonomous driving). If TRATON fails to successfully compete in changing markets, this
may result in pricing pressure, loss of sales revenue, and lower margins.
The TRATON GROUP can address the fluctuation in the demand for its products with
flexible production and labor concepts, among other measures. Furthermore, the inter -
national footprint of the TRATON GROUP helps to buffer market volatility that is limited
to specific regions, at least to some extent. As a further option, we may implement struc-
tural adjustments if a market downturn cannot be addressed by temporary measures.
Such adjustments may involve substantial nonrecurring expenses.
Operational Risks
The TRATON GROUP’s future success depends on its ability to correctly assess and respond
to the industry’s major trends with innovative, commercially attractive products, technol-
ogies, and services. Furthermore, growing climate and environmental awareness, increas-
ingly strict energy efficiency and exhaust emissions regulations have resulted in a shift
towards the development of commercial vehicles with alternative drive systems, and
vehicles powered by alternative fuels or electricity. Timely innovations in disruptive trends
like autonomous driving, digital connectivity, and electric vehicles provide business
opportunities. Therefore, TRATON is investing substantially in research & development.
This may also involve partnerships and cooperation with suppliers or other organizations
outside TRATON’s core competences.
The development of new products involves large and complex projects that are subject to
various risks. These may result from a number of factors, including inaccurate assumptions
with respect to planning and implementation costs, unexpected technical challenges,
weaknesses in project design and management, or poor performance of third-party sup-
pliers and partners. These factors could result in cost overruns, delays in new product
launches, delivery delays, quality issues, and damage to customer relationships. Consid-
erable risks in the supply of electric vehicle batteries can lead to risks of TRATON’s product
portfolio not meeting the CO2 and other emission regulations. To address these risks, the
TRATON GROUP and its brands have set up a strategic planning process based on an
analysis of trends in the market and business environment. The resulting product plans
are used to manage TRATON’s extensive research & development activities.
As commercial vehicle technology becomes increasingly complex, the risks from vehicle
defects, cyber security and quality issues generally rise. Substandard quality may result
in manufacturer’s guarantee, statutory warranty, and ex gratia repair costs as well as the
loss of market share or lower product margins. If security issues arise, the software
included in vehicles could impact the functionality of vehicles and jeopardize the safety
of vehicle users and other traffic participants. The TRATON GROUP and its brands have
implemented dedicated management systems aiming to prevent such risks (Cyber
Security Management System and Software Update Management System). However, in
severe cases, TRATON may be exposed to product recalls as well as product liability and
compensation claims. On the other hand, superior product quality may strengthen the
Company’s positioning within the competitive environment.
The impact of these factors may be further amplified in the future by the TRATON GROUP’s
Modular System, as the components are used in a number of different vehicles across all
brands and hence in higher volumes. By the same token, the TRATON Modular System
opens up a range of opportunities for the TRATON GROUP, in particular through economies
of scale in production and procurement, as well as better allocation of development costs.
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In order to maintain high quality standards for its products and comply with govern -
ment-prescribed safety and other standards, the Company incurs costs for monitoring,
certification, and quality assurance. TRATON has implemented a comprehensive quality
management system that begins at the product gestation stage and extends to manu -
facturing, suppliers, and in-life monitoring of the entire Group’s products.
A lack of availability of bought-in components and increasing costs for certain raw mate-
rials and energy can lead to uncertainties. TRATON has intensified monitoring of its sup-
plier network as it relies on the timely delivery of high-quality materials and components
by its suppliers. If suppliers are unable or unwilling to fulfil delivery obligations, for example
due to supply shortages, labor strikes, capacity allocation to other customers, or financial
distress, TRATON would face risks of production downtimes and inventory backlogs. Cur-
rently, a battery supplier of the Group is experiencing financial distress. If the financial
condition of this supplier deteriorates further, the Group faces risks of delayed or even
cancelled deliveries from this supplier.
In addition, TRATON’s corporate responsibility to respect human rights and the environment
is anchored within TRATON’s own business area and within the business relationships in
its sphere of influence. TRATON’s Policy Statement on Human Rights outlines its commit-
ment to comply with applicable national and international human rights legislation.
However, due to TRATON’s international business activities, risks in this regard cannot be
completely ruled out.
The TRATON GROUP’s success depends on the uninterrupted operation of its manufac -
turing activities. Unforeseen disruption of a production facility represents a risk and may
be caused by a number of incidents — for example maintenance outage, power failure,
equipment failure, fires, floods, social unrest or terrorist activity, labor difficulties, public
health concerns or other operational problems. Furthermore, accidents or technical faults
in production facilities may cause hazardous substances to contaminate water, soil, and
air. The TRATON GROUP has taken a variety of preventive and detective measures to mit-
igate these risks. These measures include preventive plant maintenance and servicing,
regular checks by qualified personnel, on-site inspections, risk avoidance plans, hazardous
substance management, and plant fire departments.
Due to the high level of competition in the commercial vehicle industry, efficiency
improvements and cost savings are crucial in order to maintain competitiveness and
profitability. The TRATON GROUP has operational efficiency initiatives in place for each of
its brands. However, there can be no assurance that these programs will yield the targeted
improvements permanently, or that they will not entail higher implementation costs than
expected. This could result in considerable risks for TRATON.
The TRATON GROUP’s business processes rely heavily on information technology. As well
as opportunities for improving the efficiency and effectiveness of TRATON’s operations,
this also gives rise to risks. Parts of the infrastructure may fail as a result of accidents,
disasters, technical damage, outdated technology, or cyberattacks, thereby impairing
business processes or bringing them to a complete standstill. There is also the risk of
unauthorized access to confidential business data and information stored on the Com -
pany’s IT systems or those of its business partners. In order to ensure the availability,
integrity, and confidentiality of information, TRATON uses a risk-based information secu-
rity management system as well as a combination of the latest hardware and software
technologies, effective IT organizational mechanisms, and an IT-related internal control
system.
In addition, the Company’s business performance depends on generating a competitive
advantage through the TRATON GROUP’s Human Resources Strategy. The TRATON GROUP
leverages the strength of its brands, focuses on common prioritized topics, and uses joint
resources effectively to enable the business to succeed. The key is to utilize the potential
of the Company’s employees to achieve the strategic goals while mitigating potential
challenges such as the loss or non-utilization of expertise. Attracting, developing and
retaining talent is therefore of crucial importance. Enhancing recruitment, people devel-
opment and employee-retention strategies allows TRATON to mitigate risks of talent
shortages and presents opportunities to attract, hire, develop, and retain experienced
management and personnel for the Group. TRATON’s management team has substantial
expertise and industry experience, and the loss of key members of management or
employees with critical core competencies may adversely impact the TRATON GROUP’s
ability to execute its strategic objectives. Attracting and retaining these employees
depends on a variety of factors. Therefore, TRATON has set the goal of becoming and
remaining an employer of choice. These factors include a strong organizational culture,
flexible working opportunities, various compensation and benefit programs, an attractive
work environment, good career development opportunities, a strong commitment to
diversity, high health and safety standards, and a positive public image.
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Legal & Compliance Risks
The TRATON GROUP is involved in various legal disputes and legal proceedings in the
ordinary course of its business. Some of the associated risks are considerable. See the
“Important legal cases” section for further information. Furthermore, the Company may
be subject to proceedings by governmental authorities if it fails to comply with laws and
regulations. In connection to its global business operations, the TRATON GROUP must
comply with a broad range of legal and regulatory requirements in areas such as anti-
bribery, corruption, and money-laundering. Violations are punishable by civil penalties
as well as criminal fines and imprisonment. Furthermore, any violation could negatively
affect the Group’s reputation.
In particular, the TRATON GROUP is subject to antitrust regulation in the European Union
and other jurisdictions and thus exposed to the risks of related enforcement actions and
damage claims. Competition in the commercial vehicle industry is increasingly concen-
trated, which is why it is subject to heightened scrutiny by antitrust authorities. An
infringement of antitrust regulations could adversely affect the TRATON GROUP in a variety
of ways, including significant fines, private enforcement claims, disclosure of and changes
in business practices, and reputational damage.
The TRATON GROUP is subject to data protection regulations with respect to, among other
things, the use and disclosure of personal data, and the confidentiality, integrity, and
availability of such information. In particular, TRATON is subject to the stringent require-
ments of the European Union’s General Data Protection Regulation (GDPR), which entered
into force in May 2018. If the TRATON GROUP fails to comply with the requirements of this
this regulation, this could result in claims for damages and other liabilities, significant
fines and other penalties, as well as the loss of customers and reputation.
The TRATON GROUP’s global footprint and large number of products and services expose
us to risks arising from breaches of the Company’s patents by third parties, or the unau-
thorized disclosure of company-specific TRATON expertise by third parties. To address
these risks, the Company reviews the specific legal situation in each case, if appropriate
with the support of external legal advisors. This enables TRATON to defend itself against
unjustified claims and to assert own claims. Further, the TRATON GROUP has set up and
is continuously enhancing a comprehensive compliance program with a special focus
on combating corruption, antitrust law, preventing money laundering, and business and
human rights, among other things.
Financial Risks
Due to its global business activities and international nature, the TRATON GROUP is
exposed to considerable financial risks. It manages these risks using a Group-wide financial
risk management system.
If the TRATON GROUP carries out transactions in a currency other than its functional
currency, it is exposed to currency risk. The TRATON GROUP therefore partly hedges currency
risk arising from order backlog, receivables and liabilities, and planned unit sales. The
inclusion of subsidiaries or other affiliated companies in countries outside the eurozone
in the consolidated financial statements represents a risk and an opportunity as a result
of currency translation. As a general rule, TRATON does not use derivatives to hedge these
translation risks.
Interest rate risk results from interest rate-sensitive assets and liabilities. The goal of inter-
est rate risk management is to largely reduce these risks through the use of derivative
financial instruments.
The manufacture of the TRATON GROUP’s products requires commodities. Price trends
on the commodity markets or price escalation clauses in supplier contracts may entail
commodity price risks. These risks are managed through long-term supplier contracts,
price escalation clauses in customer contracts, and targeted commodity price hedging
in the banking market.
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Liquidity risk describes the risk that the TRATON GROUP may have difficulty in meeting
obligations associated with financial liabilities. To ensure sufficient liquidity at all times,
cash inflows and outflows are continuously monitored and managed. In addition, changes
in the TRATON GROUP’s liquidity are monitored using a detailed financial plan. The
TRATON GROUP’s financial management manages automated cash pools, wherever
legally and economically appropriate and feasible. There are increased liquidity risks
because of uncertainty relating to the impact of the war in Ukraine and the conflict in the
Middle East, which remains unresolved despite the recent easing of tensions.
For external financing purposes, the opportunities available on the financial market are
tracked continuously so as to ensure the TRATON GROUP’s financial flexibility. Additionally,
the TRATON GROUP has access to Volkswagen Group intragroup financing.
Credit risk is the risk that a party to a contract will fail to meet its contractual obligations
as a result of its own financial situation or the political environment, thereby causing a
financial loss for the TRATON GROUP. The credit risk is reduced through the careful selec-
tion of business partners, through appropriate contractual and payment terms, and
through guarantees and documentary credits. In addition, central cash management
functions and a central limit allocation system are used to distribute investments of cash
funds across financial institutions.
The TRATON GROUP is exposed to a risk of impairment affecting earnings if equity-method
investments are impaired.
The Company grants its employees pension commitments and other long-term benefits.
The present value of these liabilities depends largely on the discount rate used to discount
future benefits, the inflation rate as the basis of future benefit adjustments, expected
salary trends, the contribution payments to be made, and the life expectancy of the ben-
eficiaries. In order to reduce the financial risks inherent in pension commitments, some
of the TRATON GROUP’s pension plans are funded on a mandatory or voluntary basis
through pension plan assets that can be offset against pension plan liabilities in the
balance sheet. The fair value of plan assets can be negatively impacted, in particular, by
changes in exchange rates, interest rates, credit risks, and securities prices. Any significant
increase in the present value of pension commitments and other long-term benefits
granted by TRATON to its employees and/or significant reductions in the fair value of plan
assets could materially adversely affect the TRATON GROUP’s net assets, financial position,
and results of operations.
The TRATON GROUP’s financial planning is based on assumptions made by the Group’s
management. These assumptions relate to business developments or other external fac-
tors that are difficult to predict or cannot be influenced by TRATON, as well as measures,
some of which still have to be implemented. There is therefore a risk that the planning
assumptions may be incomplete or incorrect, and that a variance between the planned
and actual outcomes may arise. Opportunities for TRATON may materialize if actual devel-
opments differ from expected developments in a positive way.
Furthermore, the TRATON GROUP is subject to income and other taxes in multiple juris-
dictions. Provisions for income, sales, value-added, and other taxes, including withholding
taxes, are primarily determined on the basis of responsible judgment and estimates of
tax bases. Accordingly, in the ordinary course of our business, there are various trans-
actions and calculations, including, for example, intercompany transactions and cross-
jurisdictional transfer pricing and transactions with specific documentation requirements,
for which the final tax assessments or the timing of the tax effect are subject to some
uncertainty.
TRATON is regularly subject to tax audits conducted by the tax authorities responsible,
which may disagree with the tax positions that have been included. Even if the TRATON
GROUP considers the reported tax positions appropriate, an external tax audit may affect
the tax positions reported. As a result, TRATON may be subject to additional tax liabilities,
interest, penalties, or any regulatory, administrative, or other sanctions relating thereto.
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Aggregated representation on the basis of risk categories
The Combined Management Report outlines risks that could have a significant impact
on the achievement of the Company’s goals based on financial criteria as well as on the
society and the environment. The ERM process defines brand-specific thresholds for inter-
nal risk reporting in the net risk impact amount of between €7.5 million and €15 million.
These criteria are validated on a regular basis and adjusted if necessary.
For risk aggregation purposes, we run a Monte Carlo simulation. As part of this process,
we analyze the identified risks’ potential impact and probability of occurrence consider-
ing any risk-mitigating measures that may have already been implemented. The outcome
of the Monte Carlo simulation for each risk category is then set in relation to the TRATON
GROUP’s planned result to calculate the corresponding risk class. The matrix below forms
the basis of this process. If there are more risks or if they have a higher net impact, the
risk class itself is higher, while a higher result with an unchanged risk assessment results
in a lower risk class.
Risks belonging to the “Strategic Risks” category usually have a long-term effect, which
is difficult to quantify in the short term. TRATON therefore does not quantify these risks.
The risk class for strategic risks is assessed through expert opinion.
The aggregated risk situation of the reported risks for each risk category is represented
in the following table on the basis of the three risk classes (Low, Medium, High) and the
risk categories described above:
>= 80%
>= 50–80%
>= 25–50%
>= 10–25%
< 10%
<= 25
Risk class
Potential
net impact
(€ million)
Likelihood
> 50–100> 25–50 > 100–250 > 250–500 > 500–1,000 > 1,000–2,000
low medium high
Risk category
(New Risk Taxonomy)
Risk class –
2024 Annual Report
Risk class –
2023 Annual Report
Strategic Risks High High
Market Risks Medium Medium
Operational Risks 1 High High
Legal & Compliance Risks High High
Financial Risks High High
1 Operational Risks is a merge of two risk categories from Annual Report 2023: Products and Operations.
Prior-year period adjusted
The current economic environment, a range of issues in the supply chains especially for
battery electric vehicles, and future trends in the cost of bought-in components such as,
energy, and raw materials continue to lead to a high degree of uncertainty. This means
that the Strategic Risks, Legal & Compliance Risks, and Financial Risks categories are
assessed as “High”, which is unchanged compared with the previous year. Operational
Risks as the merger of Product risks and Operations risks is also assessed as “High.” The
assessment of Market Risks is unchanged (“Medium”).
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Overall assessment of the TRATON GROUP’s risk and opportunity position
According to its own evaluation, risks in the “Operational Risks” category have the most
considerable impact on the TRATON GROUP. Operational risks chiefly comprises supply
chain risks of electric vehicle batteries, EU CO2 penalty risks, and general raw material cost
increase risks. In the area of Strategic Risks, the requirements and risks arising from the
CO2 emissions regulation in the European Union, as well as CO2 and nitrogen oxides (NOx)
rules in North America, remain a particular focus. Legal & Compliance Risks comprise
mainly of litigation risks involving the TRATON GROUP. In addition to the general cyclicality
of and intense competition in the commercial vehicle industry, market risks include the
economic environment. As in the previous year, these risks can arise from supply chain
issues, from protectionist measures, and from growing geopolitical tensions. These may
have a negative impact on sales volumes and sales margins. Among the Financial Risks,
future currency developments remain an area of considerable uncertainty that may have
both a positive and a negative effect on the TRATON GROUP.
Overall, the TRATON GROUP is exposed to significant levels of uncertainty that it can
influence only partially. In the aggregate, the described risks generally outweigh the
corresponding opportunities. TRATON has determined that there are no risks that could
endanger its continued existence, either individually or in combination with other risks.
Due to the very dynamic nature of the current business environment, the Company will
continue to monitor its main risks and opportunities closely.
Important legal cases
MAN and Scania/EU antitrust proceedings
In July 2016, the European Commission reached settlements (the “Settlement Decision”)
with MAN and four other European truck manufacturers (excluding Scania) finding col -
lusive arrangements on pricing and the timing and the passing on of costs for emission
technologies for medium- and heavy-duty trucks from January 17, 1997, to January 18, 2011
(for MAN: until September 20, 2010). MAN was granted immunity from fines since it had
revealed these practices to the European Commission in September 2010. Scania decided
not to apply for leniency and not to settle this antitrust case and, by decision of the
European Commission dated September 27, 2017 (the “Scania Decision”), received a fine
in the amount of approximately €880.5 million. Scania appealed the Scania Decision to
the General Court of the European Union and asked for full annulment. On February 2,
2022, the General Court rendered its judgment, whereby Scania’s appeal was dismissed
in its entirety and the amount of fines set by the European Commission upheld. On April
8, 2022, Scania appealed against the judgment of the General Court of the European
Union from February 2, 2022, to the European Court of Justice. The €880.5 million fine
plus interest from the EU antitrust proceedings was paid on April 12, 2022, to avoid addi-
tional interest penalties. On February 1, 2024, the European Court of Justice decided to
dismiss Scania’s appeal.
Following the Settlement Decision, a significant number of (direct and indirect) truck
customers in various jurisdictions have initiated or joined lawsuits against MAN and/or
Scania. With the merger of MAN SE with TRATON SE taking effect, TRATON SE has — in
most jurisdictions — automatically assumed the procedural role of MAN SE as legal suc-
cessor in the respective proceedings (and is insofar covered by “MAN companies”). Even
if such claims may have expired under the respective applicable local laws, it cannot be
excluded that further lawsuits will be filed. The claims against MAN companies differ
significantly in scope; while some truck customers only bought or leased a single truck,
other cases concern a multitude of trucks. 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.
MAN takes the view that there are well-founded arguments against such claims and takes
appropriate steps to defend itself.
However, it cannot be excluded that these claims result in substantial liabilities for MAN
including significant costs for their defense, which may have a material adverse effect on
MAN’s financial results, cash flows and financial positions. Given the inherently complex
nature of these claims and the different stages of the proceedings (with a number of
cases still in a rather early stage), it is not possible to make a reliable estimate of the total
liability that may arise from these claims. MAN is continuously monitoring the develop -
ment and re-assesses the respective risks on a regular basis.
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A relatively small number of (direct and indirect) customers in various jurisdictions have
initiated or joined lawsuits against Scania. Further, Scania has received a number of third-
party notices from other defendant commercial vehicle manufacturers. As is the case for
MAN, the claims against Scania differ significantly in scope as some customers only
bought or leased one truck while others operate a whole fleet of commercial vehicles.
Furthermore, some customer damages claims in other jurisdictions have been combined
in class actions or through claim aggregators. The exact number of commercial vehicles
involved is, however, unknown.
As of December 31, 2024, no provisions were recognized for the majority of these cases
as it is not assumed as of the reporting date that there will be a final and unappealable
court ruling awarding damages. TRATON recognized a negative impact on its operating
result in the amount of €162 million (previous year: €89 million) for cases in which, as a
result of a reassessment of the risks, a final and unappealable ruling under which MAN or
Scania would have to pay damages is more likely than unlikely at present. In accordance
with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” (paragraph 92), no
further information is disclosed so as not to prejudice TRATON’s position.
VW Truck & Bus Ltda.
In the tax proceedings between Volkswagen Truck & Bus Indústria e Comércio de Veículos
Ltda. (VW Truck & Bus Ltda.), formerly MAN Latin America Indústria e Comércio de Veículos
Ltda. (MAN Latin America), and the Brazilian tax authorities, the Brazilian tax authorities
took a different view of the tax implications of the acquisition structure chosen by MAN
SE (now merged with TRATON SE) for the acquisition of VW Truck & Bus Ltda. in 2009. The
tax proceedings have been divided into two auditing periods, covering the years 2009–2011
(Phase 1) and 2012–2014 (Phase 2). In December 2017, an adverse last instance judgment
was rendered by the Brazilian Administrative Court (Phase 1), which was negative for VW
Truck & Bus Ltda. VW Truck & Bus Ltda. appealed this judgment before a regular judicial
court in 2018. This lawsuit was dismissed in 2019, and an appeal was filed against the
dismissal. The appeal was then rejected in June 2023, and a petition for review was filed
in July 2023. In the tax proceeding related to Phase 2, a partial success was achieved that
partly reduced the penalties. An appeal against this decision was filed, which was rejected
in September 2023, thus concluding the Administrative Court proceedings. As a result of
a new law regarding the handling of casting vote decisions in September 2023, VW Truck
& Bus Ltda. filed an objection to the determinations in October 2023. In May 2024, the
amendment to the law already resulted in a significant reduction of the penalties in phase
2, and in November 2024, the complete repeal of the phase 2 penalties was finally
achieved.
Due to the potential range of penalties plus interest which could apply under Brazilian
law, the estimated size of the risk in the event that the tax authorities are able to prevail
overall with their view is uncertain. This could result in a risk of about BRL 3.0 billion
(equivalent to €477 million as of December 31, 2024) for the contested period from 2009
onward. This assessment is based on the accumulated accounts at the reporting date for
the claimed tax liability including the potential penalty surcharges, as well as accumulated
interest, but excluding any future interest and without discounting any cash flows. Several
insurers have issued bank guarantees for the benefit of VW Truck & Bus Ltda. as is cus -
tomary in connection with such tax proceedings.
Update on the MAN SE merger squeeze-out
The merger of MAN SE with TRATON SE was entered in the commercial register of MAN SE
and TRATON SE on August 31, 2021. With this, MAN SE ceased to exist as an independent
legal entity, and all rights and obligations were transferred to TRATON SE. MAN SE shares
were delisted at the same time.
Cash compensation in the amount of €70.68 per common and preferred share was paid
out to MAN SE noncontrolling shareholders on September 3, 2021. This marked the
conclusion of the MAN SE merger squeeze-out. The appropriateness of the cash compen-
sation will be reviewed by a court-appointed auditor as part of the judicial award proceed-
ings initiated by affected noncontrolling interest shareholders as applicants.
By way of a ruling dated December 20, 2024, which is not yet final, the Regional Court of
Munich I increased the cash compensation to €79.71 per common and preferred share.
Various applicants as well as TRATON SE appealed against this ruling in January 2025. An
expense of €98 million was recognized in other financial result and interest expense in
fiscal year 2024 for the transaction.
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1 Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment
of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088
Nonfinancial Group Statement
TRATON SE is exercising its option under section 315b(2) of the HGB to exempt itself from
the requirement to issue a nonfinancial Group statement and refers to the combined
nonfinancial statement of the Volkswagen Group and Volkswagen AG for fiscal year 2024,
which will be available at https://www.volkswagen-group.com/de/finanzberichte-18134
from March 11, 2025.
Comprehensive information on the TRATON GROUP’s sustainability activities can be found
in the “Sustainability Statement”.
EU Taxonomy disclosures
1. Background and objectives
Under the European Green Deal, the European Union ( EU) has put the issues of climate
change mitigation, environmental protection, and sustainability at the center of its polit-
ical agenda. It has defined the goal of achieving climate neutrality by 2050. In this context,
the EU published the Strategy on Financing the Transition to a Sustainable Economy in
2021 in order to support the financing of the transformation to a sustainable economy.
This strategy is based on the 2018 EU action plan on financing sustainable growth. It aims
to reorient capital flows toward sustainable investments, mainstream sustainability into
risk management, and foster transparency and long-termism. The action plan consists
of ten actions and has as its core Regulation ( EU) 2020/852 of the European Parliament
and of the Council of 18 June 2020 (Regulation 2020/852) 1, as well as the related delegated
acts (hereinafter referred to collectively as “EU Taxonomy”).
The EU Taxonomy is a classification system for sustainable economic activities. Economic
activities that fall under the EU Taxonomy, and are thus taxonomy-eligible, are those that
are described in the delegated acts and for which technical screening criteria are available
for one of the six environmental objectives. Economic activities are deemed to be environ-
mentally sustainable, and thus taxonomy-aligned, if they make a substantial contribution
to the achievement of at least one of six environmental objectives (“substantial contribu-
tion”), do not significantly harm (DNSH) one or more environmental objectives (substan-
tial contribution and DNSH are together referred to as “technical screening criteria”), and
also meet certain minimum safeguards that apply to all economic activities with a primary
focus on human rights and social and labor standards. The six environmental objectives
relate to:
– Climate change mitigation
– Climate change adaptation
– The sustainable use and protection of water and marine resources
– The transition to a circular economy
– Pollution prevention and control
– The protection and restoration of biodiversity and ecosystems
All other economic activities are taxonomy-non-eligible economic activities.
2. Reporting on fiscal year 2024
For fiscal year 2024, the TRATON GROUP is reporting on the six environmental objectives
mentioned above in accordance with Article 8 of Regulation 2020/852 and Article 10(4)
of the Delegated Regulation on Article 8 of the aforementioned Regulation. The
EU Taxonomy contains wording and terms that are subject to interpretation uncertainties
and could lead to changes in the reporting if they are subsequently clarified by the EU.
There is a risk that the reported key performance indicators must be assessed differently.
The TRATON GROUP’s interpretation is presented in the following.
3. Economic activities of the TRATON GROUP
With its four brands Scania, MAN, International, and Volkswagen Truck & Bus, the TRATON
GROUP is one of the world’s leading manufacturers of commercial vehicles. The portfolio
consists of trucks, buses, and light-duty commercial vehicles, as well as the sale of spare
parts and customer services. In addition, the TRATON GROUP offers a broad range of
financial services to its customers. The TRATON GROUP’s activities are divided into
the industrial business ( TRATON Operations) and financial services ( TRATON Financial
Services) business areas.
Nonfinancial Group
Statement
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3.1 Taxonomy-eligible economic activities
The TRATON GROUP’s economic activities were analyzed based on its business model as
a manufacturer of commercial vehicles and fall under code C.29.1 (Manufacture of motor
vehicles and motor vehicle engines) of the EU’s Statistical Classification of Economic
Activities (NACE).
In terms of the “climate change mitigation” environmental objective pursuant to Annex
I to Regulation 2020/852, this means that the economic activities related to the manu -
facture, repair, maintenance, retrofitting, or upgrade of vehicles are allocated to economic
activity 3.3 “Manufacture of low-carbon technologies for transport.” The allocation of
economic activity is independent of the drive technology of the underlying vehicle.
In detail, the manufacture and related selling activities for all new and used vehicles
(including the sale of leased used vehicles) as well as financial services are allocated to
economic activity 3.3 under the “climate change mitigation” environmental objective. In
addition, service activities such as maintenance and repair, including the genuine parts
used for this purpose, are also allocated to this economic activity.
In contrast, economic activities where TRATON acts as dealer of vehicles or as supplier of
components and parts for non-battery electric vehicles are assigned to the taxonomy-
non-eligible activities. They relate to economic activities for vehicles not manufactured
internally being sold by the TRATON GROUP brands as well as those in connection with
Engines, powertrains, and parts deliveries.
Hedging transactions and individual activities that are reported in the “Other sales
revenue” item in the Consolidated Financial Statements as of December 31, 2024, do not
conform to the descriptions of economic activities in the delegated acts and are therefore
classified as taxonomy-non-eligible.
In the course of an analysis of economic activity within the framework of the EU Taxonomy,
no activities were identified for TRATON that specifically account for any of the five other
environmental objectives. However, the dynamic evolution of EU Taxonomy rules may
lead to modifications of economic activities in the future.
3.2 Taxonomy-aligned economic activities
Substantial contribution
The criteria for assessing the substantial contribution of economic activity 3.3 defined
in Annex I to Regulation 2020/852 are based on the relevant vehicle classes and the
associated CO2 emissions and drive technologies. For the TRATON GROUP, all internally
produced, all-electric vehicles (BEVs) meet the criteria for a significant contribution. This
means that economic activities associated with BEVs make a significant contribution to
climate change mitigation.
DNSH criteria
The analysis of the DNSH criteria was conducted at the level of the relevant sites. In addi-
tion to production sites, component plants and research & development units that are
associated with vehicles that meet the technical screening criteria for substantial contri-
bution, or will do so in the next five years, were also analyzed. The majority of the sites
included in the analysis are located in countries within the EU, in the USA, and in South
America. The EU Taxonomy is subject to interpretation uncertainties with regard to the
DNSH criteria and goes beyond the requirements applicable to ongoing business oper -
ations to some extent. In addition, the application of the EU Taxonomy to sites outside the
EU leads to particular challenges due to the different legal situations that may apply there.
The assessment of the DNSH criteria was based on the requirements applicable in the EU
in 2024 for ongoing business operations as well as on internal policies and processes.
Country-specific requirements and internal processes were used for sites outside the EU.
The assessment was entirely positive apart from the DNSH criterion for pollution prevention
and control. The TRATON GROUP’s approach to assessing the DNSH criteria is presented
in detail in the following.
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Climate change adaptation
A climate risk and vulnerability assessment was performed to identify sites that could be
impacted by physical climate risks. The assessment of the chronic and acute physical
climate risks analyzed was performed in line with the useful life of the relevant assets in
relation to economic activity 3.3. TRATON’s climate-based DNSH assessment is based on
Shared Socioeconomic Pathway ( SSP) 8.5 of the 6th Assessment Report of the Inter -
governmental Panel on Climate Change (IPCC) up to the year 2050 and thus assumes the
highest expected CO2 concentration according to the IPCC. In addition, risk-specific analy-
ses were conducted with additional data sources based on the exact locations. Identified
threats were assessed for relevance in the local environment, and any necessary risk
mitigation measures were developed.
The sustainable use and protection of water and marine resources
Environmental impact assessments, ISO 14001 certificates, local legislation, internal policies
and processes, and other external data sources were used to analyze compliance with the
DNSH criterion. To achieve good water status and good ecological potential, risks of environ-
mental damage related to maintaining water quality and avoiding water scarcity were
identified and analyzed. Countermeasures are being initiated at sites with an increased
risk.
The transition to a circular economy
Sustainability is an established concept within the TRATON GROUP brands. The transition
to a circular economy is defined in the strategic focus areas specified by TRATON. Specif-
ically, a review was carried out at the level of the brand in question to determine the extent
to which local legislation or internal rules cover the specific requirements.
Pollution prevention and control
In order to be considered environmentally sustainable, an economic activity cannot result
in a substantial increase in air, water, or ground pollution compared to the levels before
it began. The automotive industry is already extremely regulated on the whole — among
other things, this is reflected in the publicly accessible Global Automotive Declarable
Substance List ( GADSL). Implemented approval and control processes are designed to
ensure compliance with the legal requirements and internal regulations applicable to
ongoing business operations. In this context, we are already actively addressing the use
of alternative substances in our analyses and assessments.
As a result of the June 2023 update to the EU Taxonomy, requirements for the use of other
substances that meet certain criteria of Regulations ( EC) No. 1272/2008 and ( EC) No.
1907/2006 came into force for fiscal year 2024. The requirements specify that also these
substances may only be used if it is determined and documented that no other suitable
alternative substances are available on the market and that they are used under controlled
conditions. Furthermore, there is room for interpretation regarding detailed requirements
for substitution testing.
TRATON has established processes and standards that aim to minimize and substitute
the use of substances of very high concern ( SVHCs). As part of our analysis to assess the
substitutability of SVHCs, we include the vehicle-related materials and components of
BEVs as well as their suppliers. Among other things, we consider technical and economic
criteria. Our current processes are founded on our suppliers complying with TRATON’s
Supplier Code of Conduct and its updates. The Code of Conduct is an integral part of our
long-term strategy for supplier relations. Suppliers are automatically notified about
changes to our standards and our Code. However, compliance with the requirements
governing newly added substances cannot be fully guaranteed, which means that com-
pliance with the criterion for pollution prevention and control as a whole cannot be
demonstrated.
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The protection and restoration of biodiversity and ecosystems
To verify compliance with the requirements governing biodiversity and ecosystems, the
relevant areas were identified using various information sources (including Natura 2000
areas and environmental impact assessments). To the extent that biodiversity-sensitive
areas are close to a site, an assessment of the associated risks and impacts on the area
was performed. If necessary, compensatory or remedial measures are generally taken to
ensure that the business activity has no significant impact on the conservation objectives
of the protected area.
Minimum safeguards
Minimum safeguards ensure compliance with the OECD Guidelines for Multinational
Enterprises and the United Nations Guiding Principles on Business and Human Rights,
including the fundamental principles and rights from the eight core conventions set out
in the International Labour Organization’s ( ILO) Declaration on Fundamental Principles
and Rights at Work, and the guiding principles from the International Bill of Human
Rights. The analysis was based on the recommendations on minimum safeguards issued
by the Platform on Sustainable Finance in October 2022. They require TRATON to have in
place effective processes, controls, and compliance measures with regard to the follow -
ing four core topics:
– Human rights, including workers’ rights
– Bribery/corruption
– Taxation
– Fair competition
The TRATON GROUP is guided by the implementation of its duty to ensure respect for
human rights as required by the UN Guiding Principles on Business and Human Rights
and the OECD Guidelines for Multinational Enterprises. This is reflected in various Group-
wide policies and our Code of Conduct. Additionally, the TRATON GROUP recognizes the
International Bill of Human Rights and bases its approach to human rights issues on the
UN Guiding Principles on Business and Human Rights and the ILO core conventions.
Regular risk analyses identify, assess, and take action to prevent, terminate, and mitigate
negative impacts in our own business activities and within the supply chain. The effective-
ness of the implementation of the underlying regulations is reviewed with the help of
the internal control system ( ICS). Regular Group-wide communication relating to com -
pliance and integrity takes place across hierarchical levels and brands using various
channels and promotes employee awareness of ethical behavior. In addition, TRATON has
various whistleblower channels for reporting violations at any time, in all languages, and
anonymously if desired. As a result, TRATON ensures that the minimum safeguard require-
ments are met.
4. Key performance indicators pursuant to the EU Taxonomy
The key performance indicators (KPIs) for fiscal year 2024 included the taxonomy-aligned
turnover, capital expenditure (capex), and operating expenditure (opex) of the TRATON
GROUP. Only transactions with third parties have been taken into account. Turnover,
capital expenditure, and operating expenditure relate in full to the “climate change mit-
igation” environmental objective.
To determine the percentages, the taxonomy-eligible and taxonomy-aligned turnover,
capital expenditure, and operating expenditure are each set in relation to total turnover,
total capital expenditure, and total operating expenditure within the meaning of the
EU Taxonomy. For the 2024 reporting period, however, TRATON does not report any
taxonomy-aligned KPIs. For further details, see the “Pollution prevention and control”
section.
The tables required by the EU Taxonomy are shown at the end of the chapter.
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4.1 Turnover
Turnover
Substantial contribution to
climate change mitigation
Compliance
with DNSH
criteria
Compliance
with minimum
safeguards
Taxonomy-aligned
turnover
2024 € million %1 € million %1 Yes/No Yes/No € million %1
A. Taxonomy-eligible activities
3.3 Manufacture of low-carbon technologies for transport 44,684 94% 631 1% Y/N Y – –
B. Taxonomy-non-eligible activities 2,789 6%
Total (A+B) 47,473
1 The percentage amount shown relates to the total turnover as defined by the EU Taxonomy.
Turnover was calculated on the basis of the sales revenue (denominator) reported in the
income statement for the period from January 1 to December 31, 2024, in the Consolidated
Financial Statements as of December 31, 2024, which amounted to €47.5 billion in fiscal
year 2024.
Economic activity 3.3 accounted for €44.7 billion of this total, or 94% of the TRATON GROUP’s
sales revenue, which was classified as taxonomy-eligible turnover. This includes in par -
ticular revenue from the sale, lease, and financing of new and used vehicles manufactured
internally, as well as revenue from genuine parts and workshop services. By contrast,
revenue from the sale of vehicles that are not manufactured internally or revenue in
connection with engines, powertrains, and parts deliveries is not included. Other
taxonomy-non-eligible turnover is contained in the “Other sales revenue” item in the
Consolidated Financial Statements as of December 31, 2024.
Overall, €631 million of TRATON’s turnover made a significant contribution to climate
change mitigation. €593 million of this amount is attributable to the sale of new battery
electric vehicles. Because it was not possible to demonstrate full compliance with the
DNSH criterion for pollution prevention and control for fiscal year 2024 due to the require-
ments governing the use of newly added substances, TRATON no longer reports any
taxonomy-aligned turnover. Taxonomy-aligned turnover in the previous year had
amounted to €439 million or 1%. For details, see the “Pollution prevention and control”
section. The following table contains a breakdown of taxonomy-aligned turnover:
€ million 2024 2023
Taxonomy-aligned turnover from battery electric new vehicles – 424
Other taxonomy-aligned turnover – 15
Total – 439
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4.2 Capital expenditure
Capital expenditure
Substantial contribution to
climate change mitigation
Compliance
with DNSH
criteria
Compliance
with minimum
safeguards
Taxonomy-aligned
capital expenditure
2024 € million %1 € million %1 Yes/No Yes/No € million %1
A. Taxonomy-eligible activities
3.3 Manufacture of low-carbon technologies for transport 4,514 98% 659 14% Y/N Y – –
B. Taxonomy-non-eligible activities 91 2%
Total (A+B) 4,606
1 The percentage amount shown relates to the total capital expenditure as defined by the EU Taxonomy.
Capital expenditure was determined on the basis of additions and additions from business
combinations to intangible assets (see Note “16. Intangible assets”), property, plant, and
equipment (see Note “17. Property, plant, and equipment, right-of-use assets under
IFRS 16, and lease liabilities”), and assets leased out (see Note “18. Assets leased out”)
contained in the Consolidated Financial Statements as of December 31, 2024, which
amounted to €4.6 billion in fiscal year 2024. Additions to goodwill are not included in the
denominator.
Economic activity 3.3 accounted for €4.5 billion of this total, or 98% of the TRATON GROUP’s
capital expenditure classified as taxonomy-eligible. This includes in particular capital
expenditure related directly to taxonomy-eligible economic activities. Capital expenditure
on administration or distribution primarily benefits taxonomy-eligible economic activities
and has therefore been included. By contrast, capital expenditure incurred in connection
with vehicles not manufactured internally or the business with engines, powertrains, and
parts deliveries is taxonomy-non-eligible. Also excluded is capital expenditure on invest-
ment property, since it is not economically required by TRATON to manufacture low- carbon
technologies for transport.
Overall, €659 million of TRATON’s capital expenditure relates to sustainable technologies
and thus makes a significant contribution to climate change mitigation. €351 million of
the capital expenditure that makes a significant contribution to climate change mitigation
relates to intangible assets and €258 million to property, plant, and equipment. TRATON
does not report any taxonomy-aligned capital expenditure in 2024, whereas this
amounted to €505 million or 11% in 2023. In the same way as for sales revenue, the change
in taxonomy-aligned capital expenditure is attributable to the fact that evidence of the
DNSH criterion for pollution prevention and control could no longer be provided to the full
extent (details are contained in the section entitled “Pollution prevention and control”).
The following table contains a breakdown of taxonomy-aligned capital expenditure:
€ million 2024 2023
Attributable to intangible assets – 197
Attributable to property, plant, and equipment – 221
Attributable to assets leased out – 87
Taxonomy-aligned capital expenditure in the reporting period – 505
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4.3 Operating expenditure
Operating expenditure
Substantial contribution to
climate change mitigation
Compliance
with DNSH
criteria
Compliance
with minimum
safeguards
Taxonomy-aligned
operating expenditure
2024 € million %1 € million %1 Yes/No Yes/No € million %1
A. Taxonomy-eligible activities
3.3 Manufacture of low-carbon technologies for transport 1,719 97% 260 15% Y/N Y – –
B. Taxonomy-non-eligible activities 57 3%
Total (A+B) 1,777
1 The percentage amount shown relates to the total operating expenditure as defined by the EU Taxonomy.
Operating expenditure is determined on the basis of noncapitalized research & develop-
ment costs as reported in Note “9. Functional expenses” to the Consolidated Financial
Statements as of December 31, 2024. These are calculated by subtracting capitalized
development costs from primary R&D costs. The calculation of the denominator of the
KPI includes the following:
– Maintenance expenses for owned or leased real estate and other assets
– Expenses attributable to short-term leases (up to twelve months) and not recognized
as right-of-use assets in the balance sheet
The TRATON GROUP’s total operating expenditure as defined by the EU Taxonomy
amounted to €1.8 billion in the year under review.
Economic activity 3.3 accounted for €1.7 billion of this total, or 97% of the TRATON GROUP’s
operating expenditure, which was classified as taxonomy-eligible. This only included
operating expenditure incurred in direct connection with taxonomy-eligible economic
activities. Operating expenditure related to taxonomy-non-eligible economic activities,
such as the business with engines, powertrains, and parts deliveries, has therefore not
been included in the numerator.
Overall, €260 million of TRATON’s operating expenditure relates to sustainable technolo-
gies and thus makes a significant contribution to climate change mitigation. €236 million
of the operating expenditure that makes a significant contribution to climate change
mitigation relates to noncapitalized research & development costs in connection with
battery electric vehicles. TRATON does not report any taxonomy-aligned operating expen-
diture in 2024. It amounted to €236 million or 14% in the previous year. In the same way
as for sales revenue and capital expenditure, the change in taxonomy-aligned operating
expenditure is attributable to the fact that evidence of the DNSH criterion for pollution
prevention and control could no longer be provided to the full extent (details are con -
tained in the section entitled “Pollution prevention and control”). The following table
contains a breakdown of taxonomy-aligned operating expenditure:
€ million 2024 2023
Taxonomy-aligned operating expenditure from noncapitalized re -
search & development costs related to battery electric vehicles – 221
Other taxonomy-aligned operating expenditure – 15
Total – 236
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4.4 Disclosures on the capex plan
Under the EU Taxonomy, taxonomy-aligned capital expenditure in the reporting period
is divided into a) capital expenditure relating to assets or processes already associated
with environmentally sustainable economic activities and b) capital expenditure that is
part of a plan to expand taxonomy-aligned economic activities, or to upgrade taxonomy-
eligible economic activities to taxonomy-aligned economic activities (capex plan). The
capex plan includes the aggregated capital and operating expenditure incurred and
expected to be incurred during the reporting period and within the next five years to
expand taxonomy-aligned economic activities or to upgrade taxonomy-eligible economic
activities to taxonomy-aligned economic activities.
In the course of the previous allocation, all taxonomy-aligned additions to assets leased
out (primarily vehicle leases) were entirely taken into account as capital expenditure that
was already associated with environmentally sustainable economic activities because
the underlying vehicles were already manufactured and taxonomy-aligned. These were
therefore not included in the capex plan. By contrast, taxonomy-aligned additions to
intangible assets and to property, plant, and equipment as well as noncapitalized research
& development costs were previously allocated to the capex plan on a pro rata basis with
the help of the allocation key. The allocation key compared the ratio of the production
volume of taxonomy-aligned vehicles for the reporting period in question with the aver-
age taxonomy-aligned production volume under the five-year plan. The proportion over
and above was previously allocated to the capex plan. As a result, €402 million of the
taxonomy-aligned capital expenditure and €212 million of the taxonomy-aligned oper -
ating expenditure were allocated to the capex plan in the previous year. The total capital
expenditure of the capex plan had been estimated at €6.7 billion in the previous year.
Due to the far-reaching process-related and systemic changes that would be necessary
to allow us to provide evidence of the DNSH criterion for pollution prevention and control
to the full extent in the future, we are also not disclosing a capex plan as a precautionary
measure, in addition to the taxonomy-aligned KPIs (details are contained in the section
“Pollution prevention and control”).
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4.5 Table overview according to the EU Taxonomy
Because there are no economic activities in the areas of nuclear energy and fossil gas, these topics are not shown in the table.
Turnover
Fiscal year 2024 1 Year Substantial contribution criteria
DNSH criteria
(“Does Not Significantly Harm”)
Economic activities (1) Code (2) Turnover (3) Proportion of turnover,
year 2024 (4)
Climate change mitigation (5) Climate change adaptation (6) Water (7) Pollution (8) Circularity (9) Biodiversity (10) Climate change mitigation (11) Climate change adaptation (12) Water (13) Pollution (14) Circularity (15) Biodiversity (16) Minimum safeguards (17) Proportion of taxonomy-aligned (A.1)
or taxonomy-eligible (A.2)
turnover, year 2023 (18)
Category enabling
activity (19)
Category transitional
activity (20)
€ million %
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (taxonomy-aligned)
3.3 Manufacture of low-carbon
technologies for transport CCM 3.3 – –% Y N/EL N/EL N/EL N/EL N/EL Y Y Y N Y Y Y 1% E –
Turnover of environmentally sustainable
activities (taxonomy-aligned) (A.1) – –% –% –% –% –% –% –% Y Y Y N Y Y Y 1% – –
of which enabling activities – –% –% –% –% –% –% –% Y Y Y N Y Y Y 1% E –
of which transitional activities – –% –% N N N N N N N –% – –
A.2 Taxonomy-eligible but not environmentally sustainable activities (not taxonomy-aligned activities)
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
3.3 Manufacture of low-carbon
technologies for transport CCM 3.3 44,684 94% EL N/EL N/EL N/EL N/EL N/EL 93% – –
Turnover of taxonomy-eligible but not
environmentally sustainable activities
(not taxonomy-aligned activities) (A.2) 44,684 94% 94% –% –% –% –% –% 93% – –
A. Turnover of taxonomy-eligible
activities (A.1 + A.2) 44,684 94% 94% –% –% –% –% –% 94% –
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of taxonomy-non-eligible activities 2,789 6%
Total 47,473 100%
1 Abbreviations used in the table: CCM: climate change mitigation; Y: yes; N: no; N/EL: not eligible; E: enabling activity; T: transitional activity; EL: eligible.
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Capital expenditure
Fiscal year 2024 Year Substantial contribution criteria
DNSH criteria
(“Does Not Significantly Harm”)
Economic activities (1) Code (2) Capex (3) Proportion of capex,
year 2024 (4)
Climate change mitigation (5) Climate change adaptation (6) Water (7) Pollution (8) Circularity (9) Biodiversity (10) Climate change mitigation (11) Climate change adaptation (12) Water (13) Pollution (14) Circularity (15) Biodiversity (16) Minimum safeguards (17) Proportion of taxonomy-aligned (A.1)
or taxonomy-eligible (A.2) capex,
year 2023 (18)
Category enabling
activity (19)
Category transitional
activity (20)
€ million %
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (taxonomy-aligned)
3.3 Manufacture of low-carbon
technologies for transport CCM 3.3 – –% Y N/EL N/EL N/EL N/EL N/EL Y Y Y N Y Y Y 11% E –
Capex of environmentally sustainable
activities (taxonomy-aligned) (A.1) – –% –% –% –% –% –% –% Y Y Y N Y Y Y 11% –
of which enabling activities – –% –% –% –% –% –% –% Y Y Y N Y Y Y 11% E –
of which transitional activities – –% –% N N N N N N N –% – –
A.2 Taxonomy-eligible but not environmentally sustainable activities (not taxonomy-aligned activities)
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
3.3 Manufacture of low-carbon
technologies for transport CCM 3.3 4,514 98% EL N/EL N/EL N/EL N/EL N/EL 86% – –
Capex of taxonomy-eligible but not
environmentally sustainable activities
(not taxonomy-aligned activities) (A.2) 4,514 98% 98% –% –% –% –% –% 86% – –
A. Capex of taxonomy-eligible
activities (A.1 + A.2) 4,514 98% 98% –% –% –% –% –% 98% –
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Capex of taxonomy-non-eligible activities 91 2%
Total 4,606 100%
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Operating expenditure
Fiscal year 2024 Year Substantial contribution criteria
DNSH criteria
(“Does Not Significantly Harm”)
Economic activities (1) Code (2) Opex (3) Proportion of opex,
year 2024 (4)
Climate change mitigation (5) Climate change adaptation (6) Water (7) Pollution (8) Circularity (9) Biodiversity (10) Climate change mitigation (11) Climate change adaptation (12) Water (13) Pollution (14) Circularity (15) Biodiversity (16) Minimum safeguards (17) Proportion of taxonomy-aligned (A.1)
or taxonomy-eligible (A.2) opex,
year 2023 (18)
Category enabling
activity (19)
Category transitional
activity (20)
€ million %
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (taxonomy-aligned)
3.3 Manufacture of low-carbon
technologies for transport CCM 3.3 – –% Y N/EL N/EL N/EL N/EL N/EL Y Y Y N Y Y Y 14% E –
Opex of environmentally sustainable
activities (taxonomy-aligned) (A.1) – –% –% –% –% –% –% –% Y Y Y N Y Y Y 14% – –
of which enabling activities – –% –% –% –% –% –% –% Y Y Y N Y Y Y 14% E –
of which transitional activities – –% –% N N N N N N N –% – –
A.2 Taxonomy-eligible but not environmentally sustainable activities (not taxonomy-aligned activities)
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
3.3 Manufacture of low-carbon
technologies for transport CCM 3.3 1,719 97% EL N/EL N/EL N/EL N/EL N/EL 81% – –
Opex of taxonomy-eligible but not
environmentally sustainable activities
(not taxonomy-aligned activities) (A.2) 1,719 97% 97% –% –% –% –% –% 81% – –
A. Opex of taxonomy-eligible
activities (A.1 + A.2) 1,719 97% 97% –% –% –% –% –% 95% –
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Opex of taxonomy-non-eligible activities 57 3%
Total 1,777 100%
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Supplemental Information on Fiscal Year 2024
1. Corporate Governance Statement 1
TRATON uses this Group Corporate Governance Statement in accordance with section
289f and section 315d of the Handelsgesetzbuch (German Commercial Code — HGB) to
report on the corporate governance principles of TRATON SE and the Group, taking into
account the recommendations of the German Corporate Governance Code (GCGC). Good
corporate governance that complies with both national and international standards is of
central importance for ensuring responsible management with a long-term focus and
forms the basis for the responsible leadership and control of our Company as well as
sustainable business performance. At the same time, good corporate governance fosters
the confidence that the financial markets, investors, customers, business partners, and
employees have in our Company, the Group, and in the work we do.
The topic of sustainability is an integral part of TRATON’s corporate governance and
strategy. For more information, please refer to the “Sustainability Statement”.
Corporate Governance at TRATON
As a European stock corporation (Societas Europaea, SE) whose registered office is in
Germany, the Company is subject to the European and German SE rules as well as German
stock corporation law. TRATON has a two-tier board system consisting of an Executive
Board and a Supervisory Board. In accordance with section 161 of the AktG in conjunction
with Article 9(1)(c)(ii) of the SE Regulation, the Executive Board and Supervisory Board
are required to issue a Declaration of Conformity with the recommendations of the GCGC
at least once a year.
Declaration of Conformity
The Executive Board and Supervisory Board of TRATON SE addressed the recommen-
dations and suggestions of the GCGC in detail and issued their annual Declaration of
Conformity in December 2024 as follows:
“The Executive Board and Supervisory Board of TRATON SE declare that the recommen-
dations of the Government Commission on the German Corporate Governance Code as
amended April 28, 2022 (“the GCGC”), published by the German Federal Ministry of Justice
in the official section of the Bundesanzeiger (the Federal Gazette) on June 27, 2022, were
complied with in the period since the publication of the last regular Declaration of
Conformity respectively since the update of the Declaration of Conformity in April 2024
and continue to be complied with, except for the recommendations set out below, for the
reasons and periods indicated below:
1. Pursuant to recommendation B.5 GCGC (age limit of members of the Executive Board),
an age limit is to be specified for members of the Executive Board and disclosed in
the Corporate Governance Statement. This was implemented. In March 2023, the
Supervisory Board reappointed Mr. Antonio Roberto Cortes and thus in this exceptional
case exceeded the specified age limit. The Supervisory Board, however, considers the
reappointment of Mr. Cortes to be in the best interest of the Company. In particular,
Mr. Cortes has had the leading responsibility for the South American market for a long
time, which faces significant challenges in the coming years. The reappointment of
Mr. Cortes ensures that the strategy for South America designed by him can be effi -
ciently and effectively implemented. Mr. Cortes’s term of office also continues in the
current financial year. The Supervisory Board adheres to the age limit determined for
the Executive Board in all other respects. However, it cannot be ruled out that deviat-
ing from a specific age limit only once can be regarded as deviation from recommen-
dation B.5 GCGC. As a precautionary measure, such a deviation is therefore declared.
2. The recommendation in C.5 GCGC (Upper limit of offices for Board members) is not
fulfilled to the extent that in addition to his seat on the Supervisory Board of TRATON
SE, the Chairman of the Supervisory Board discharges one further mandate as Chair -
man of the Supervisory Board of Volkswagen AG, a listed company, as well as having
seats on the Supervisory Board of Dr. Ing. h.c. F. Porsche Aktiengesellschaft, likewise
a listed company, and Bertelsmann SE & Co. KGaA, and is also Chairman of the Board
of Management of Porsche Automobil Holding SE. Volkswagen AG, Dr. Ing. h.c. F. Porsche
Aktiengesellschaft and TRATON SE do not form a group with Porsche Automobil
Holding SE within the meaning of the German Stock Corporation Act. Nonetheless, we
are of the opinion that the Chairman of the Supervisory Board has sufficient time
available to discharge his mandate.
3. With regard to the recommendation in C.13 GCGC (Disclosure in the event of election
proposals), the guidelines in the GCGC are vague and the definitions unclear. A departure
from the GCGC is therefore being declared as a precautionary measure. Notwithstanding
this, the Supervisory Board will make every effort to comply with the requirements of
the recommendation in C.13 GCGC.
Supplemental Informa-
tion on
Fiscal Year 2024
1. Corporate Governance Statement
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the audit.
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4. According to recommendation G.7 GCGC (determination of performance criteria for
variable remuneration components before the start of the financial year), the Super -
visory Board shall “referring to the forthcoming financial year, establish the performance
criteria for each member of the Executive Board covering all variable remuneration
components”. According to the prevailing view, the Supervisory Board shall therefore
establish the performance criteria prior to the beginning of the financial year. Only the
target values can also be set at the beginning of the financial year. One of the perfor-
mance criteria (opinion index) previously established for the social subtarget was
suspended and replaced by a different performance criterion (gender index2) in April
of the current year and thus after the beginning of the financial year 2024. This means
that, ultimately, the specific performance criteria that are to apply to the variable remu-
neration and thus are to incentivise the Executive Board members were not established
prior to the beginning of the financial year 2024. For this reason, the Executive Board
and Supervisory Board have declared a precautionary deviation from recommendation
G.7 GCGC. Referring to the forthcoming financial year 2025, the Supervisory Board has
already determined that the performance criteria gender index 2 is decisive for the
social subtarget. Therefore, recommendation G.7 GCGC will be complied with again in
the future.
5. According to recommendation G.8 GCGC (exclusion of subsequent changes to targets
and comparison parameters for variable remuneration components), “subsequent
changes to the targets or comparison parameters shall be excluded”. Based on the
remuneration system at the time, the Supervisory Board still took the opinion index
as a basis within the scope of the targets for the current financial year 2024 and set
specific targets for this. Suspending the opinion index for the current financial year
2024 in April and introducing the gender index 2 within the scope of the social sub -
target meant a subsequent change to a target or comparison parameter. Therefore,
the Executive Board and Supervisory Board have declared a deviation from recom -
mendation G.8 GCGC. Referring to the forthcoming financial year 2025, the Supervisory
Board will from the outset establish specific targets for the gender index 2 does not
plan to change targets subsequently. Therefore, recommendation G.8 GCGC will be
complied with again in the future.
6. The recommendation in G.13 sentence 1 GCGC (Severance cap) is not fulfilled. Accord-
ing to recommendation G.13 sentence 1 GCGC, payments made to a member of the
Executive Board due to early termination of their Board activity shall not exceed twice
the annual remuneration (severance cap) and shall not constitute remuneration for
more than the remaining term of the employment contract. It is not clear to the
Executive Board and the Supervisory Board of TRATON SE whether recommendation
G.13 sentence 1 GCGC only refers to severance payments or also to payments made to
a member who has left the Executive Board that result from a continuing employment
contract. In July 2020, Mr. Joachim Drees, among others, left the Executive Board by
mutual consent. The employment contract between Mr. Drees and TRATON SE, in
agreement with Mr. Drees, continued following his departure and remained in force
for more than two additional years following the departure of Mr. Drees. Although the
employment contract of Mr. Drees expired at the beginning of 2024, not all of the
contractual remuneration payments based on this employment contract have been
fully processed and paid.
Mr. Drees shall accordingly not receive a severance payment but may continue to
receive his contractual remuneration for a period of more than two years following his
departure. Components of this remuneration have also been paid out in the period
since the submission of the last Declaration of Conformity. In light of the above,
the Executive Board and Supervisory Board of TRATON SE declare a departure from
recommendation G.13 sentence 1 GCGC as a precautionary measure.”
The Declaration of Conformity is available on the Company’s website at https://ir.traton.
com/en/corporate-governance.
Swedish Corporate Governance Code
Furthermore, TRATON has published a statement regarding departures by TRATON’s
corporate governance system from the Swedish Corporate Governance Code. It is also
available on the Company’s website at https://ir.traton.com/en/corporate-governance.
The Swedish Corporate Governance Code states that companies that are listed in Sweden
can decide whether to comply with the Swedish code or with the relevant local regulations
in the countries where those companies are headquartered. TRATON has decided to
comply with the GCGC and not with the Swedish Corporate Governance Code.
Executive Board
The Executive Board is responsible for managing the Company independently in the
interests of the Company in accordance with the statutory provisions, the Articles of Asso-
ciation, and the Rules of Procedure for the Executive Board. Its responsibilities include in
particular the strategic focus and management of the TRATON GROUP, and the establish-
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2 The calculation and application of the gender index is subject to applicable local law.
===== SIDA 93 =====
ment and monitoring of an appropriate and effective risk management and internal con-
trol system. It is also responsible for preparation of the annual financial statements and
interim statements, and ensures compliance with statutory provisions, official require -
ments, and internal policies.
How the Executive Board works
The Executive Board exercises its management function as a collegial body. The members
of the Executive Board are jointly responsible for managing the Company. They decide
collectively on all matters of material significance. Otherwise, each member of the Exec-
utive Board manages the area assigned to him independently. The various tasks of the
Executive Board are allocated to the individual Executive Board departments in line with
functional and regional aspects. All members of the Executive Board keep each other
informed through reports from their own areas of responsibility. The List of Responsibilities
forms part of the Rules of Procedure for the Executive Board.
The Executive Board holds regular meetings. The meetings are generally convened and
chaired by the Chair of the Executive Board. In addition, any member of the Executive
Board can require that an Executive Board meeting be convened without undue delay,
notifying the subject to be discussed or an agenda item to be added. As a rule, the Exec-
utive Board makes its decisions at meetings. In urgent cases, after extensive preparatory
work, or if no member of the Executive Board objects without undue delay, the Executive
Board may also adopt resolutions through a conference call or video conference or by
circulating written documents for approval, as directed by the Chair of the Executive
Board. Resolutions of the Executive Board are adopted by a majority of the votes cast by
the members of the Executive Board participating in the vote, unless other majorities are
prescribed by law, the Articles of Association, or the Rules of Procedure. In the event of a
tie, the Chair of the Executive Board has a casting vote.
Executive Board members must disclose any conflicts of interest to the Chair of the Super-
visory Board and the Chair of the Executive Board without undue delay and inform the
other Executive Board members. In accordance with the requirements of the Aktiengesetz
(AktG — German Stock Corporation Act) and recommendation E.3 of the Code, members
of the Executive Board may undertake secondary activities only with the Supervisory
Board’s consent.
Composition and diversity
In accordance with Article 8(1) of the Articles of Association, the Executive Board of
TRATON SE must consist of at least two persons. The Supervisory Board determines the
specific number of Executive Board members. The Company’s Executive Board currently
has seven members. In accordance with section 16 (2) of the SE-Ausführungsgesetz
(SEAG — German SE Implementation Act), TRATON SE’s Executive Board must include at
least one woman and one man. TRATON SE complied with this requirement in the year
under review. In fiscal year 2024, 16.67% of the members of the six-member Executive
Board were female, while 83.33% were male.
For information on the Executive Board’s composition, refer to Note “46. Members of the
Executive Board and their appointments” to the Consolidated Financial Statements.
The Supervisory Board takes diversity into account in the composition of the Executive
Board and has adopted the following diversity concept for the Executive Board:
– Appointments of members of the Executive Board should, as a rule, end when those
members reach the age of 65, although an extension by a maximum of three more
years is possible.
– Members of the Executive Board should have long-standing management experience
and contribute as much experience as possible from a range of different activities.
– The Executive Board should collectively have leadership experience in an international
context.
– The Executive Board should collectively possess long-standing experience in the fields
of machinery/vehicle manufacturing, finance, and HR management.
– Both genders should be adequately represented on the Executive Board. The Company
is subject to the statutory representation requirement that the Executive Board must
include at least one man and at least one woman.
The diversity concept aims to encourage a good understanding of the organizational and
business affairs of TRATON SE through diversity. The Supervisory Board decides which
individual should be appointed to a specific Executive Board position in the interests of
the Company, taking all the circumstances of the individual case into consideration. These
requirements governing the composition of the Executive Board ensure that the Execu-
tive Board has relevant experience in the sectors, products, and geographic locations in
which the TRATON GROUP operates. In the Supervisory Board’s opinion, the current
composition of the Executive Board substantially implements the diversity concept. The
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members of the Executive Board have many years of management experience, including
in an international context. This applies in particular to Ms. Modahl Nilsson, Mr. Levin,
Mr. Vlaskamp, Mr. Carlbaum, and Mr. Cortes. The members of the Executive Board also
contribute experience from a range of different activities. In other respects, the Executive
Board collectively possesses long-standing experience in the fields of machinery/vehicle
manufacturing, finance, and HR management. By extending the appointment of Mr. Antonio
Roberto Cortes to the Executive Board, the Supervisory Board has, exceptionally, exceeded
the age limit defined for the Executive Board. The reasons for this and the precautionary
departure from recommendation B.5 of the Code are set out in section 1. of the Declaration
of Conformity above.
All six members of the Executive Board in office in fiscal year 2024 have relevant sus-
tainability expertise, as they are responsible for developing and shaping the topic of
sustainability in their strategies in their roles as CEOs of the brands, CFO/CHRO, and as
the member of the Executive Board responsible for Group Product Management. This
expertise also includes the assessment of TRATON’s material impacts, risks, and oppor -
tunities (IROs) that were identified in accordance with the European Sustainability Report-
ing Standards ( ESRS). These IROs were confirmed by the TRATON Sustainability Board
and will continue to be managed and monitored by it.
Cooperation with the Supervisory Board
The Executive Board and Supervisory Board work together in a trust-based relationship
for the benefit of the Company. Dialog between the two bodies is the basis for efficient
corporate governance. The Executive Board reports to the Supervisory Board regularly,
promptly, and comprehensively in both written and oral form on all issues of relevance
for the Company with regard to strategy, planning, and the position of the Company, the
business performance, the risk position, risk management, and compliance. The Super -
visory Board supervises monitors the Executive Board and advises it on the management
and conduct of the Company. Monitoring and advising the Executive Board also includes
in particular sustainability issues. The Supervisory Board is directly involved in decisions
of fundamental importance through its rights of veto.
The Supervisory Board Chair is also in regular contact with the Executive Board outside
meetings. They are informed without undue delay by the Chair of the Executive Board
about important events that are of material significance for assessing the situation
and ongoing development of the Company and its Group companies, as well as for its
management.
Supervisory Board
In TRATON SE’s two-tier governance structure, the Supervisory Board is the oversight
body. The Supervisory Board performs the duties assigned to it by law, by the Articles of
Association, and by the Supervisory Board’s Rules of Procedure. In particular, the Super-
visory Board has responsibility for Human Resources matters relating to the Executive
Board. It appoints the members of the Executive Board and decides on all matters con-
cerning the members of the Executive Board. In particular, the Supervisory Board, based
on a proposal by the Presiding Committee, adopts a clear and comprehensible system
for the remuneration of the members of the Executive Board and submits it to the Annual
General Meeting for approval in the event of any significant amendment, but at a minimum
every four years.
Please refer to the “Report of the Supervisory Board” for additional information on the
performance of duties, in particular the number of meetings and the focus topics, the
work of the committees described below, and cooperation with the Executive Board.
How the Supervisory Board works
The Supervisory Board has issued Rules of Procedure for its work, which can be down -
loaded at https://traton.com/en/company/supervisory-board.html.
The Chair of the Supervisory Board coordinates work in the Supervisory Board, chairs its
meetings, and represents the concerns of the Supervisory Board externally. The Super -
visory Board holds at least two meetings each calendar half-year. It also meets regularly
without the Executive Board. The Supervisory Board has a quorum if at least half of the
members of which it is required to consist take part in the adoption of the resolution.
Notwithstanding any other statutory provisions to the contrary, resolutions are adopted
by a simple majority of the votes cast. The Supervisory Board Chair has the casting vote
in the event of a tie.
Each member of the Supervisory Board must disclose any conflicts of interest to the Chair
of the Supervisory Board, in particular those that may arise from an advisory or governance
role at customers, suppliers, lenders, or other business partners.
Supervisory Board Committees
The Supervisory Board has formed two committees, the Presiding Committee and the
Audit Committee, on which shareholders and employees are represented equally, with
three representatives in each case. The Nomination Committee, which consists solely of
shareholder representatives, was also formed.
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The Presiding Committee prepares the Supervisory Board meetings and the resolutions
of the Supervisory Board, including the resolutions of the Supervisory Board relating to
Executive Board matters. It supports and advises the Chair of the Supervisory Board and,
together with the Chair of the Executive Board, prepares the long-term succession
planning for the Executive Board. In addition, among other things the Presiding Committee
is assigned responsibility for deciding on transactions or measures requiring approval up
to a certain value limit, in place of the Supervisory Board. The Presiding Committee also
acts as a “Remuneration Committee” and prepares the decisions of the Supervisory Board
on matters relating to Executive Board remuneration.
The Audit Committee deals in particular with preparing the decision by the Supervisory
Board regarding the adoption of the annual financial statements and the approval of the
consolidated financial statements, monitoring and the integrity of the financial reporting
process, monitoring financial reporting, the effectiveness of the internal control system,
of the risk management system, and of the internal audit system, and with financial state-
ments audit and compliance. Furthermore, the Audit Committee submits a reasoned
recommendation for the choice of external auditor to the Supervisory Board, obtains a
statement regarding the auditor’s independence, deals with the additional services pro-
vided by the auditor, drafts the resolution on issuing the audit engagement letter, and
also deals with determining the areas of emphasis of the audit and agreeing the auditor’s
fees with the auditor.
The Nomination Committee identifies candidates for Supervisory Board positions and
recommends suitable candidates to the Supervisory Board for the latter’s proposals for
election to the Annual General Meeting.
Details about the composition of the Supervisory Board and the committees can be
obtained from Notes “47. Members of the Supervisory Board and their appointments”
and “48. Supervisory Board Committees” to the Consolidated Financial Statements.
Self-assessment of the Supervisory Board
In line with recommendation D.12 GCGC, the Supervisory Board assesses, at regular inter-
vals, how effectively it as a whole and its committees fulfill their tasks. As part of the
self-assessment, the members of the Supervisory Board receive in advance a detailed
questionnaire that enables them to submit their appraisal of the procedures of the Super-
visory Board and its committees, and make proposals for improvements. The results are
discussed in a following meeting of the Supervisory Board and, if necessary, in further
individual conversations. The results are used to derive measures for improving the work
of the Supervisory Board. The most recent self-assessment of the Supervisory Board took
place in fiscal year 2023.
Long-term succession planning for the Executive Board
The Supervisory Board’s Presiding Committee works with the Chairman of the Executive
Board to ensure long-term succession planning for the Executive Board. The topics dis-
cussed include the terms of the contracts and renewal options for current Executive Board
members, as well as potential internal and external candidates. In particular, the Super -
visory Board discusses the knowledge, experience, and professional and personal skills
that should be represented on the Executive Board with regard to the corporate strategy
and current challenges, and the extent to which the current composition of the Executive
Board already reflects these requirements. In addition to the statutory requirements, the
requirements of the GCGC, and the Rules of Procedure of the Supervisory Board, long-
term succession planning is based on the corporate strategy and culture and takes in
account the criteria laid down in the diversity concept resolved by the Supervisory Board
for the composition of the Executive Board.
After additionally considering the specific qualification requirements, the Presiding
Committee prepares a requirements profile in specific individual instances, on the basis
of which it then selects the most suitable candidates. After interviewing the candidates,
the Presiding Committee makes a proposal to the Supervisory Board for resolution. If
necessary, the Supervisory Board and Presiding Committee are supported by external
consultants when developing requirements profiles and selecting candidates.
Composition and diversity
In line with the Articles of Association, the Company’s Supervisory Board comprises
20 members, with equal numbers of shareholder and employee representatives. In accor-
dance with section 17 (2) of the SE-Ausführungsgesetz (SEAG — German SE Implementa-
tion Act), women and men must each account for at least 30% of the Supervisory Board
of TRATON SE. As of December 31, 2024, 30% of the members of the Supervisory Board of
TRATON SE on the shareholder side were women: Ödgärd Andersson, Dr. Julia Kuhn-Piëch,
and Nina Macpherson, and 70% were men. On the employee side, 40% women were
represented on the Supervisory Board: Daniela Cavallo, Mari Carlquist, Lisa Lorentzon,
and Karina Schnur, and 60% men on this date. The statutory quotas were therefore met
by both the shareholder and the employee representatives on the Supervisory Board.
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TRATON SE’s Supervisory Board aims, in light of the purpose and size of the Company and
the proportion of its international business activities, to take the following factors into
account for its composition:
– At least three members of the Supervisory Board should be persons who embody the
criterion of internationality to a particularly high degree.
– At least two Supervisory Board positions on the shareholder side are reserved for
persons with no potential conflicts of interest, and who are independent within the
meaning of the GCGC.
– Any person that sits on a governing body or is involved in an advisory capacity at one
of the Company’s major competitors should not be a member of the Supervisory Board.
– In addition, proposals for election should not, as a rule, include any persons who have
reached the age of 75 at the time of the election or who have been a member of the
Company’s Supervisory Board for more than 15 years.
In the opinion of the Supervisory Board, all criteria have been met or taken into consid -
eration. Furthermore, the Supervisory Board of TRATON SE should collectively possess
the following skills and expertise:
– Knowledge and experience of the Company itself
– Leadership or oversight experience in other medium-sized or large companies
– Experience in industries that are of importance to the TRATON GROUP, such as the
engineering, automotive, and information technology sectors
– Knowledge of capital markets
– Human resources expertise (particularly the search for and selection of members of
the Executive Board, and the succession process) and knowledge of incentive and
remuneration systems for the Executive Board
– Expertise in the areas of financial reporting/auditing
– Expertise in the areas of law and compliance
– Expertise in the sustainability issues important for the Company
The targets defined by the Supervisory Board for its composition and the skills and exper-
tise profile of the Supervisory Board also describe the concept with which the Supervisory
Board strives to achieve a diverse composition. The diversity concept aims to encourage
a good understanding of the organizational and business affairs of TRATON SE through
diversity. This diversity is intended to enable the members of the Supervisory Board to
constructively question the decisions of the Executive Board and to be open to innovative
ideas. All aims have been fulfilled or taken into consideration, respectively. These require-
ments governing the composition of the Supervisory Board ensure that the body as a
whole has relevant experience in the sectors, products, and geographic locations in which
the TRATON GROUP operates.
The diversity concept for the Supervisory Board comprises the following elements:
– The defined goals for the composition of the Supervisory Board
– The skills and expertise profile for the Supervisory Board
– The gender quota of 30% for the composition of TRATON SE’s Supervisory Board that
is already imposed by law and must therefore be complied with in accordance with
section 17 (2) of the SEAG
The proposals to the Annual General Meeting for electing members of the Supervisory
Board take into account the requirements of the diversity concept, the specific targets
for the composition of the Supervisory Board, and the skills and expertise profile. The
Supervisory Board also recommends that employee representatives and trade unions,
who have the right to make proposals in employee elections, take into account the
diversity concept, the composition targets, and the skills and expertise profile. The same
applies to persons who have the right to make proposals in the context of any necessary
court-ordered replacement appointments.
In the opinion of the shareholder representatives on the Supervisory Board regarding
the appropriate number of independent shareholder representatives within the meaning
of recommendation C.6 of the GCGC, the Supervisory Board should have at least two
shareholder representatives who are independent overall, i.e., independent both of the
Company and of the Executive Board in accordance with recommendations C.7 and C.8
of the GCGC, and of a controlling shareholder in accordance with recommendation C.9
of the GCGC. In the opinion of the shareholder representatives on the Supervisory Board,
five shareholder representatives can currently be considered to be independent in this
respect. These are Ms. Andersson and Ms. Macpherson, as well as Dr. Kirchmann,
Dr. Schmid, and Mr. Witter.
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To ensure knowledge of current developments in the field of ESG reporting, the Super -
visory Board completed ESG training courses in 2023 and 2024, which focused in particular
on the regulatory requirements in the area of sustainability. The Executive Board received
the training documents but did not participate in the training. In addition, members of
both the Supervisory Board and the Executive Board attended further ESG-related training
sessions that covered the topics business conduct and human rights, among other things.
The current implementation status of the skills and expertise profile is shown in the
following qualification matrix:
Members of the
Supervisory Board
Requirement
Skills and expertise profile Pötsch Lyngsie Andersson Bechstädt Carlquist Cavallo Dr. Döss Kerner Kilian Dr. Kirchmann Dr. Kuhn-Piëch Lorentzon Luthin Macpherson Dr. Dr. Porsche Dr. Schmid Schnur Sedlmaier Wansch Witter
Knowledge and experience of the
Company itself X X X X X X X X X X X X X
Leadership or oversight experience in
other medium-sized or large companies X X X X X X X X X X X X X X X X X X
Experience in industries that are of
importance to the TRATON GROUP,
such as the engineering, automotive,
and information technology sectors X X X X X X X X X X
Knowledge of capital markets X X X X X X X X X X X
Human resources expertise (particularly the
search for and selection of members of the
Executive Board, and the succession process)
and knowledge of incentive and remuneration
systems for the Executive Board X X X X X X X X X X
Expertise in the areas of
financial reporting/auditing X X X X X X X
Expertise in the areas of law and compliance X X X X X X X X X X
Expertise in the sustainability issues
important for the Company X X X X X X X X X X X X X
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In line with the requirements of the AktG and the recommendation of the Code, Mr. Witter
(Chairman of the Audit Committee) and Mr. Bechstädt (Deputy Chairman of the Audit
Committee) in particular have expertise in the areas of financial reporting (including
internal control and risk management systems) and auditing. Mr. Witter has extensive
experience in the areas of financial reporting and auditing of the financial statements,
including sustainability reporting and audits, in particular by virtue of his many years of
experience as CFO of various Volkswagen Group companies and from his time as Chief
Financial Officer of Volkswagen AG (2015 to 2021). Mr. Bechstädt has extensive experience
in the areas of financial reporting and auditing of the financial statements due to his many
years of work in the Group Finance department of Volkswagen AG, and as a member of
the Examination Committee for Accountants of the Hannover Chamber of Commerce
and Industry. This also includes experience in sustainability reporting/auditing. Of the
members of the Audit Committee, Ms. Schnur also has experience in the fields of financial
reporting and auditing of the financial statements, including sustainability reporting and
their audit, by virtue of her membership of the Audit Committee.
All aims have been fulfilled or taken into consideration, respectively. The resumes of the
members of the Supervisory Board, updated each year, can be viewed at https://traton.
com/en/company/Supervisory-Board.html.
Remuneration of the Executive Board and Supervisory Board
The current remuneration system in accordance with section 87a (1) and (2) sentence 1 of
the AktG, the last resolution on remuneration in accordance with section 113 (3) of the
AktG, the remuneration report for the past fiscal year, and the audit opinion in accordance
with section 162 of the AktG can be found on our website at https://ir.traton.com/en/
corporate-governance.
Relevant disclosures on corporate governance practices
Compliance/risk management
The Governance, Risk & Compliance (GRC) function is managed by the Head of GRC/Chief
Compliance Officer of the Group, who reports directly to the Chief Executive Officer of
TRATON SE. GRC is comprised by the Corporate GRC Office at TRATON SE and the decen-
tralized GRC functions at the brands. The Corporate GRC Office of TRATON SE and the
decentralized GRC functions are jointly responsible for compliance and risk management
throughout the entire TRATON GROUP.
The Corporate GRC Office plays a central control and support role in respect of the Group’s
risk management and compliance activities. This includes defining the GRC principles
and uniform minimum standards for the entire Group. At the same time, the brands are
given the flexibility they need to implement specific GRC measures that are appropriate
for their particular organization and environment. On the one hand, the processes for
whistleblowing and internal investigations are strictly standardized, with a central Inves-
tigation Office in place at TRATON SE. By contrast, GRC communication is primarily embed-
ded at brand level. The Corporate GRC Office also coordinates IT support systems and
takes action to monitor and continuously improve the Group’s GRC activities in terms of
effectiveness and efficiency.
The Head of GRC/Chief Compliance Officer reports regularly, at least every quarter, to the
Executive Board of the TRATON GROUP on the Group’s risk exposure as well as on the
current situation and on the GRC function’s main activities. The Governance & Risk Board
(GRB) as well as the Compliance Board (CB) have also been set up at TRATON level. These
enable top-level executives from the entire Group to discuss relevant GRC issues regularly
and in detail.
The GRC functions at brand level are responsible for implementing the compliance
management and risk management systems at each brand. Each brand maintains a GRC
organization, i.e., employees fully assigned to the GRC function. This organization is
supported by a network of employees in the brands’ subsidiaries, who are responsible for
certain GRC activities, in particular risk reports, internal control systems, and compliance.
For a detailed description of TRATON’s risk management system as well as its risk and
opportunity position, refer to the “Report on opportunities and risks” contained in the
Combined Management Report.
The TRATON GROUP GRC functions’ (including the GRC functions within the brands) main
duties include:
– Supporting a risk management process that makes the Group’s key business risks
transparent and ensures a clear line of responsibility for risks and for implementing
risk-reducing measures
– Providing a system for monitoring the effectiveness of internal controls and for taking
the appropriate remedial action where necessary
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– Providing and continuously improving a compliance program covering anti-corruption
activities, antitrust law, the prevention of money laundering, and respect for human
rights, based on a comprehensive compliance-related risk assessment
– Coordinating policy management throughout the TRATON GROUP
– Developing policies for relevant GRC issues, such as how to manage gifts, hospitality,
and invitations to events, how to manage conflicts of interest, preventing money laun-
dering and terrorist financing, and implementing internal investigations
– Tool-based integrity checks for business partners. This relates primarily, albeit not
exclusively, to business partners with sales support functions.
– Providing various training courses to foster awareness and knowledge of GRC-relevant
topics
– A range of different communication activities to strengthen compliance and integrity
in accordance with each of the codes of conduct of the TRATON GROUP and the indi-
vidual brands
– Providing compliance-related advice to all employees at central and local levels (Com-
pliance Helpdesk)
– Providing a whistleblower system, including examining and investigating the tip-offs
received, so that any violations are identified, clarified, and remedied internally at an
early stage. Potential violations include violations that cause reputational damage or
have financial consequences, or violations of corporate values and human rights. An
investigation is launched after a careful examination of the tip-off and if there are
concrete indications of a violation. Matters are investigated accordingly and, if necessary,
appropriate measures are taken to mitigate or eliminate violations and/or risks.
Further explanations about selected GRC activities, especially in respect of human rights,
are contained in the “Sustainability Statement”.
Transparency and communication
The https://ir.traton.com/en/ page provides shareholders with access to the Company’s
Articles of Association, consolidated financial statements for the TRATON GROUP, the
financial calendar with all the relevant dates, and information about upcoming events.
The Company’s ad hoc releases can also be accessed on TRATON SE’s website at https://
ir.traton.com/en/financial-news/ immediately after they have been published in com -
pliance with the law.
Notifications of voting rights pursuant to section 33ff. of the Wertpapierhandelsgesetz
(WpHG — German Securities Trading Act) can be found on the same page, and disclosures
of managers’ transactions in accordance with Article 19 of the European Market Abuse
Directive at https://ir.traton.com/en/corporate-governance. Information on the Executive
Board and Supervisory Board of TRATON SE is available on the Company’s website at
https://traton.com/en/company.html.
The above-mentioned information and documents are available in both German and
English.
Financial reporting
The year-end consolidated financial statements of the TRATON GROUP are prepared by
the Executive Board on the basis of the International Financial Reporting Standards
(IFRSs), while the single-entity financial statements of TRATON SE are prepared in accor-
dance with German GAAP. The Executive Board discusses the half-year financial report
with the Audit Committee prior to its publication.
The publication deadlines set out in recommendation F.2 of the Code are complied with.
Other corporate governance practices
TRATON has a Code of Conduct, which is the mandatory guideline on acting with integrity
at TRATON and applies equally to all employees — from the Executive Board and man-
agers down to each individual employee. The Code of Conduct focuses on integrity and
the responsibility that each individual has — responsibility as a member of society, as a
business partner, and in the workplace. With the aid of practical examples, it also explains
how each individual can live up to this responsibility and behave with integrity, especially
in conflict situations.
Furthermore, TRATON also expects its suppliers and business partners as well as their
employees to act responsibly, comply with applicable laws everywhere and at all times,
and respect core ethical values. TRATON has therefore issued its own Code of Conduct for
Suppliers and Business Partners, which details minimum ethical standards to be met by
TRATON’s suppliers and business partners.
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The Code of Conduct as well as the Code of Conduct for Suppliers and Business Partners
are available at https://traton.com/en/governance-risk-compliance/compliance-
integrity-program.html.
Sustainability is an integral component of TRATON’s strategy and is a firmly established
concept within the TRATON GROUP brands. For the Group and its brands sustainability
means understanding and proactively addressing global challenges and recognizing the
opportunities and risks of sustainable development. TRATON takes the expectations of
its customers, of politicians, and of society on board and provides specific answers to the
various challenges posed by sustainable mobility. Wherever TRATON operates in the world,
it aims to follow the highest standards and work together with companies that are leaders
in sustainability.
For more information on sustainability, refer to the Company’s website at https://traton.
com/en/sustainability.html.
Target for proportion of women
The Executive Board has defined the following targets for the proportion of women in
the two management levels of TRATON SE in Germany below the Executive Board for the
period from January 1, 2024, to December 31, 2028:
– 30% for females in the first management level of TRATON SE in Germany below the
Executive Board
– 30% for females in the second management level of TRATON SE in Germany below the
Executive Board
As of December 31, 2024, this target for the proportion of women at the first management
level of TRATON SE in Germany below the Executive Board had been exceeded at 33%.
At 29%, the target for the percentage of women in the second management level of
TRATON SE in Germany below the Executive Board set for year-end 2028 had not yet been
reached. The is because of the early internal transfer of a male manager to TRATON SE.
The initiatives to promote diversity in management remain a high priority. TRATON is
therefore confident that we will be able to achieve the targets set for the proportion of
women at both management levels of TRATON SE in Germany below the Executive Board
by December 31, 2028.
For the corresponding disclosures by TRATON SE subsidiaries, which are required by law to
set target percentages, refer to the MAN Truck & Bus SE website (https://www.man.eu/
corporate/en/about-man/management/management.html).
2. Dependent Company Report
The Executive Board of TRATON SE prepared a report on relationships with affiliated com-
panies (Dependent Company Report) in accordance with section 312 of the Aktiengesetz
(AktG — German Stock Corporation Act), which concluded with the following declaration:
“We declare that TRATON SE received appropriate consideration for every legal transac -
tion, or that any disadvantages have been compensated, and that it was not disadvantaged
as a result of taking any measures listed in this report on relationships with affiliated
companies in fiscal year 2024 in accordance with the circumstances known to us at the
time the legal transactions were conducted or the measures taken. There were no measures
we refrained from taking in the reporting period.”
3. Takeover-related disclosures in accordance with sections 289a and 315a
of the HGB
Composition of subscribed capital
The subscribed capital (share capital) of TRATON SE amounts to €500,000,000 and is
composed of 500,000,000 no-par value bearer shares with a notional value of €1.00 each.
All shares convey the same rights. Information on the composition of subscribed capital
can be found in the corresponding sections on equity in the annual and consolidated
financial statements.
Significant shareholdings in TRATON SE
The largest single shareholder of TRATON SE is Volkswagen International Luxemburg S.A.,
Strassen, Luxembourg, a Volkswagen Group company, which held 89.72% of the share
capital as of the December 31, 2024, reporting date. Disclosures on indirect interests in
the capital of TRATON SE that are over the threshold of 10% of voting rights attributed in
accordance with sections 34f of the Wertpapierhandelsgesetz (WpHG — German Securities
Trading Act) are explained in the overview below:
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Porsche Piech Holding GmbH,
Salzburg, Austria
Dr. Hans-Michel Piëch,
born 01/10/1942
Mag. Josef Ahorner,
born 03/26/1960
– Dr. Wolfgang Porsche, born 05/10/1943;
– Dr. Dr. Christian Porsche, born 03/21/1974;
– Dipl.-Design. Stephanie Porsche-Schröder,
born 02/11/1978;
– Ferdinand Rudolf Wolfgang Porsche,
born 04/14/1993;
– Felix Alexander Porsche, born 02/15/1996;
– Gerhard Anton Porsche, born 06/05/1938;
– Dr. Ferdinand Oliver Porsche, born 03/13/1961;
– Mag. Mark Philipp Porsche, born 09/17/1977;
– Kai Alexander Porsche, born 12/14/1964;
– Dr. Geraldine Porsche, born 07/22/1980;
– Peter Daniell Porsche, born 09/17/1973;
– Diana Porsche, born 03/03/1996
– Dr. Wolfgang Porsche, born 05/10/1943;
– Dr. Dr. Christian Porsche, born 03/21/1974;
– Dipl.-Design. Stephanie Porsche-Schröder,
born 02/11/1978;
– Ferdinand Rudolf Wolfgang Porsche, born
04/14/1993;
– Felix Alexander Porsche, born 02/15/1996
Ferdinand Porsche Familien-Privatstiftung Familie WP Holding GmbH
Ferdinand Porsche Familien-Holding GmbH
Porsche Gesellschaft m.b.H. Dr. Hans-Michel Piëch GmbH Ahorner Holding GmbH Ferdinand Alexander Porsche GmbH
Porsche Gesellschaft mit
beschränkter Haftung
HMP Vermögensverwaltung GmbH Ahorner GmbH Familie Porsche Beteiligung GmbH
Porsche Automobil Holding SE
Volkswagen AG
Volkswagen Finance Luxemburg S.A.
Volkswagen International Luxemburg S.A. 1
1 Direct shareholder of TRATON SE
TRATON SE has not been notified of, nor is it aware of, further existing direct or indirect
interests in the capital of the Company that exceed the relevant threshold of 10% or the
relevant thresholds of the WpHG. Current notifications of voting rights can be downloaded
at https://ir.traton.com/en/financial-news/. The free float was 10.28% as of the Decem-
ber 31, 2024, reporting date.
Restrictions on voting rights
Each TRATON share conveys one vote at the Annual General Meeting and is relevant for
determining the shareholders’ interest in the earnings of the Company. This does not
apply to treasury shares held by the Company, which do not convey any rights for the
Company. In cases of section 136 of the Aktiengesetz (AktG — German Stock Corporation
Act), voting rights from the affected shares are excluded by law.
Statutory provisions and provisions of the Articles of Association governing
the appointment and dismissal of the Executive Board and amendments to the
Articles of Association
The appointment and dismissal of members of the Company’s Executive Board is gov -
erned by Articles 39 (2) and 46 of the SE Regulation in conjunction with sections 84 and
85 of the AktG and Article 8 of the Company’s Articles of Association. These state that the
Executive Board must consist of at least two persons. In other respects, the Supervisory
Board determines the number of members of the Executive Board. The members of the
Executive Board are appointed for a period of up to five years. If the Executive Board
consists of more than three persons, it must include at least one woman and at least one
man (section 16 (2) of the SE-Ausführungsgesetz ( SEAG — German SE Implementation
Act)). Members of the Executive Board may be reappointed. The Supervisory Board is
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