Årsredovisning 2025

72  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Fixed assets primarily comprise interests in TRATON International S.A., Strassen, Luxembourg (TRATON International S.A.) and MAN Truck & Bus SE. This also 
contained loans of €301 million (previous year: €801 million) to affiliated companies in 2025. The change in noncurrent assets was primarily attributable to 
the increase in the interest in TRATON International S.A. in the amount of €4. 7 billion. By contrast, loans decreased due to the repayment of a loan from 
TRATON Treasury AB, Södertälje, Sweden (TRATON Treasury AB), in the amount of €500 million. 
Receivables and other assets rose by €869 million to €3.7 billion. The increase is mainly due to internal refinancing in the Group.  
The decrease in equity was the result of the net profit for 2025 of €19 5 million less the dividend of €85 0 million paid out in the reporting period for fiscal 
year 2024. The equity ratio decreased to 42.4% (previous year: 53.4%) as of December 31, 2025. 
TRATON SE’s capital reserves of €12. 2 billion (previous year: €12.5 billion) constitute the contributions by Volkswagen AG to TRATON SE, in particular from 
the contribution of MAN SE and Scania AB. €300 million (previous year: €800 million) was withdrawn from the capital reserves during fiscal year 2025. 
Miscellaneous provisions and liabilities contain, in particular, liabilities to affiliated companies and other provisions. In 2025, significant items were the 
increases in liabilities to TRATON Finance Luxembourg S.A., Strassen, Luxembourg by €2.2 billion, to TRATON Sweden AB, Södertälje, Sweden by €1.7 billion, 
and to Scania CV AB by €1.0 billion for internal financing. 
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 €13.9 billion 
(previous year: €8.2 billion) as of December 31, 2025.  For further information, see the Financing of the TRATON GROUP  section in the Combined Manage-
ment Report. 
3. Proposed dividend 
The Executive Board and Supervisory Board of TRATON SE will propose the payout of a dividend of €0.93 (previous year: €1.70) per share for fiscal year 2025 
to the shareholders at the Annual General Meeting. This proposal corresponds to a total payout of €465 million (previous year: €850 million). 
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 (espe-
cially financing) and write-downs of shares in affiliated companies and equity investments.

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73  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
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 indica-
tors, strongly increased income from equity investments will hav e a positive impact on the result for 2026. For further information, refer to the TRATON 
GROUP’s Report on expected developments. 
6. Dependent Company Report  
The Executive Board of TRATON SE prepared a report on relationships with affiliated companies (Dependent Company Report) in a ccordance with section 
312 of the Aktiengesetz (AktG  — German Stock Corporation Act), which concluded with the following declaratio n: “We declare that TRATON SE received 
appropriate consideration for every legal transaction, or that any disadvantages have been compensated, and that it was not d isadvantaged as a result of 
taking any measures listed in this report on relationships with affiliated companies in fiscal year 2025 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.”

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74  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Report on Expected Developments, Opportunities, and Risks 
1. Report on expected developments 
This report describes the estimated expected development of the TRATON GROUP’s most important key performance indicators for fiscal year 2026. These 
estimates are based on assumptions concerning the development of opportunities and risks, the economy as a whole, and our most important truck and 
bus markets. 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. We present risks and opportunities that could cause deviations 
from the forecast developments in the section Report on opportunities and risks. 
Expected macroeconomic developments 
We assume that the global economy will grow at a similar pace in 2026 as in the previous year. A further decline in inflation across major economic regions, 
coupled with continued monetary easing should positively impact consumer spending. Lower inflation and declining interest rates typically benefit the 
truck markets as well. We continue to believe that risks will arise from the growing fragmentation of the global economy, pro tectionist tendencies, turbu-
lence in the financial, energy, and commodity market s, and structural deficits in individual countries. The growth outlook is also clouded by persistent 
geopolitical tensions and conflicts. Major risks include the Russia -Ukraine conflict, Middle East tensions, increasing uncertainties related to US economic  
policy, and rising global geoeconomic measures that may worsen geopolitical tensions. We expect the advanced economies to exh ibit a similar pace of 
growth on average, and the group of emerging markets to grow at a slightly slower pace than in the reporting period. 
Expected sectoral developments 
Following a decline in the previous year, we expect our most important truck and bus markets (EU27+3, North America, and South America) to stabilize as a 
whole in 2026 with a positive tendency. In light of the numerous risks mentioned above, we continue to  operate in a highly volatile macroeconomic envi-
ronment. These risks could also significantly impact our industry.  
In the EU27+3 region, we forecast a slight increase in new registrations of medium and heavy trucks (> 6t). In the North Amer ican market, we also expect a 
slight increase, although uncertainty is particularly high in this region as a result of the tariff p olicy. In South America, by contrast, we forecast a moderate 
decline in the truck market. 
With the establishment of our new plant in Rugao, the Chinese market is becoming increasingly important for us. We anticipate  a slight decline in the 
heavy-duty truck market (>16t) in China in 2026. 
For buses, we anticipate a slight decline across our most important markets (EU27+3 region, North America, and South America) in 2026, albeit with regional 
variations. In the EU27+3 region, we forecast a moderate decline after a record year in 2025. We exp ect a noticeable increase in new registrations in North 
America. In South America, we forecast a substantial market decline, following a noticeable increase in the reporting period.

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75  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Foreign exchange rate developments 
For 2026, we expect the euro to appreciate against the US dollar and sterling. We anticipate that the Swedish krona will move  sideways against the euro. 
The Brazilian real and the Mexican peso are expected to devalue against the European single currency to varying degrees.  
Interest rate developments 
After key interest rates were cut in most major Western industrialized countries and in many emerging markets in 2025, further changes in 2026 will depend 
on future inflation trends and the economic developments in the countries concerned. Overall, we assu me that interest rates in 2026 will be slightly lower 
on average than in 2025.  
Forecast of the most important key performance indicators 
Unit sales 2026 
We forecast unit sales across all brands and all vehicle classes (including the MAN TGE) to fall within a range of –5 to +7% compared with the previous year. 
The range mainly arises from the high level of uncertainty and reflects various scenarios relating to the impact of tariff and industrial policy in North America, 
the German fiscal stimulus program for infrastructure and climate change, and the upcoming presidential elections in Brazil. Additionally, we plan for in-
creasing unit sales in Asian markets thanks to our new production facility in China.  
Sales revenue 2026 
We expect the TRATON GROUP’s sales revenue and the sales revenue of the TRATON Operations business area to develop along simi lar lines to unit sales, 
in the range of –5 to +7% compared with the previous year. Within this forecast range, we stand to benefit from the resilience of the service business, expan-
sion of the Financial Services business and an expected increase in the number of battery-electric vehicles with higher sales prices. 
Return on sales 2026 
For fiscal year 2026, we forecast an operating return on sales (adjusted) of between 5.3 and 7.3% for the TRATON GROUP. We plan to offset additional costs 
from tariffs as much as possible through mitigation and cost measures. These measures will only take effect successively over the course of the year. As a 
result, the operating return on sales (adjusted) in the first quarter of 2026 is expected to be below the forecast range for the full year. The forecast is based 
on the tariff situation prevailing at the end of 2025. For the TRATON Operations business area, we expect an operating return on sales (adjusted) of between 
6.1 and 8.1%.  
For the TRATON Financial Services business area, we forecast a return on equity of 8.0 to 11.0%.  
Net cash flow 2026 
Based on the forecast range for operating return on sales (adjusted) and taking into account higher volatility in working cap ital, we expect the TRATON 
Operations business area to generate net cash flow of between €0.9 billion and €1.7 billion for fiscal year 2026. As in the 2025 reporting period, we anticipate 
a positive net cash flow to materialize only in the second half of 2026.

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76  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Summary of expected developments 
Compared with the previous year, the 2026 forecast reflects significantly greater uncertainty, as seen in the chosen forecast ranges of the key performance 
indicators. The forecast is subject in particular to geopolitical risks and unexpected impacts of US trade policy.  
At the same time, the TRATON GROUP needs to invest in new products and future technologies, while implementing cost -cutting measures, to stay com-
petitive and financially resilient.  
Nevertheless, we aim to achieve results at least at the level of the reporting period. This applies in particular to the key performance indicators operating 
return on sales (adjusted) of the TRATON GROUP and the TRATON Operations business area, as well as  net cash flow at the TRATON Operations business 
area. 
  Actual 2025  Forecast 2026 
TRATON GROUP     
Sales (units)  305,486  –5 to +7% 
Sales revenue (€ million)  44,052  –5 to +7% 
Operating return on sales (adjusted) (in %)  6.3  5.3 to 7.3 
TRATON Operations     
Sales revenue (€ million)  42,536  –5 to +7% 
Operating return on sales (adjusted) (in %)  7.3  6.1 to 8.1 
Net cash flow (€ million)  1,643  900 to 1,700 
TRATON Financial Services     
Return on equity (in %)  8.0  8.0 to 11.0

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77  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
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. Entrepreneurial 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 thre at 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 occurring that may  — individually or together with other circumstances 
— have a significant effect on achieving  the 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 Gro up Sustainability Report. Such 
risks may impact TRATON’s business activit ies, 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 transparency 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, t he 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. 
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 ri sk management matters, and acknowledges 
TRATON GROUP’s significant risks. Furthermore, the Executive Board provides summarized information to the Audit Committee and  Supervisory Board 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) fun ction at TRATON SE. 
Together with the corresponding functions in the brands, it is responsible for designing, implementing, and coo rdinating 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 TRATON Audit function provides independent assurance about the effectiveness and efficiency of the TRATON GROUP’s risk management activities.

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78  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
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 d efined by external framework and stan -
dard setters (e.g., COSO, ISO). 
The purpose of risk management at TRATON is to define binding minimum standards for effective risk management across the whol e 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 considering opportunities. Instead, for exte rnal 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 ac hieve 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 (DMA) (for more information, refer to the Sustainability Report) are separate processes. Inter-
faces between ERM and DMA have been defined to combine information gained through both processes. The impacts, risks, and opportunities identified 
in the DMA are incorporated into the ERM process. Conversely, the results of the ERM process are considered when updating the DMA.  
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 effect on society and the environment. 
A risk score is calculated from the quantitative and qualitative criteria. Risks are ranked according to this risk score, if necessary, considering an additional 
professional judgement by management.

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79  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
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 aggregate effect of the risks on its financial position. The expected maximum loss at a defined confidence level (value -at-risk) is then com-
pared with the Group’s risk-bearing capacity. Risk-bearing capacity is defined as recognized equity plus the planned financial result after tax 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 prescri bed procedures, methods, and 
measures that serve to provide reasonable assurance regarding the reliability of financial reporting a nd selected compliance topics (e.g., anti -corruption, 
antitrust law, tax compliance, product compliance) as well as reliance regarding sustainability reporting. 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 effective-
ness, remediation of identified control deficiencies, and management reporting. 
In response to the European Union’s (EU) Corporate Sustainability Reporting Directive (CSRD), TRATON already implemented internal controls for sustaina-
bility reporting as well during 2024. During fiscal year 2025, the project to further improve controls in the area of sustainability reporting was continued. The 
focus was increasingly placed on the risk-based control approach, which will be implemented in the coming years. 
Risk reporting 
The Executive Board, the Audit Committee, and the Supervisory Board of TRATON SE are informed regularly about the TRATON GROU P’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 contr ols, and other related 
topics within the TRATON GROUP on a quarterly basis. During the reporting year, the board was re-named to TRATON Risk & Control Board (RCB). The RCB 
is hosted by the GRC function and is 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 im pact on the TRATON GROUP’s targets, or if an already 
reported risk increases significantly. 
Finally, TRATON satisfies several other internal and external reporting requirements. These include risk reporting to Volkswagen AG and external risk report-
ing in the Combined Management Report of the statutory financial reporting.

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80  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
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 RCB. It collates 
and evaluates relevant information that allows conclusions to be drawn on the appropriateness and effectiveness 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 RCB initiates appropriate corrective measures and monitors their implementation. The results are integrated into the reports to the Executive 
Board, Audit Committee, and the Supervisory Board of TRATON SE. 
Based on the measures described above for monitoring the appropriateness and effectiveness of risk management, the company is not aware of any evi-
dence that would indicate any material weakness in risk management. It should be noted that even an appropriate, effective ri sk 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 state-
ments are accurate, in other words without material errors or omissions. The internal control system for s ustainability reporting was introduced in 2024. 
Given the recent developments in the relevant legislation, the desired future level of reliance is being reviewed. 
As sustainability reporting is expected to become more mature over the coming years, TRATON is striving to gradually improve the level of reliance that is 
ensured also by controls. At TRATON SE, the Accounting and ESG functions prepare the consolidated fin ancial and sustainability statements, respectively. 
The two functions are responsible for TRATON’s frameworks for financial reporting and sustainability reporting, respectively.  Among other things, these 
include reporting manuals, policies, definitions of procedural instructions, and internal controls. Furthermore, both functions monitor legislative require-
ments 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 processe s, in particular comprehensive 
verification and review mechanisms, approval hierarchies, segregation of duties, and the four -eyes-principle. For sustainability reporting, typical control 
mechanisms are systematically applied to processes of data collection and data aggregation, such as comprehensive plausibilit y checks, review mecha-
nisms, and approval hierarchies. Since financial reporting 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 pro -
viders. For sustainability reporting, TRATON expects greater reliance on information technology in the future and will use IT controls to mitigate the under-
lying risks. The TRATON GROUP’s internal control system for financial reporting not only covers accounting at TRATON SE but also includes other functions 
and subsidiaries where material reporting-relevant information is generated. The internal controls for sustainability reporting cover not only the ESG activ-
ities of TRATON SE, but also other functions at Group level in which material information on sustainability reporting is consolidated and reported. Consoli-
dation and aggregation of data relevant for sustainability reporting is also monitored by controls at brand level.

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81  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
The effectiveness of the internal control system for 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 has been implemented for the 2025 reporting year. Thi s first control evaluation will 
be performed in the period of Q4 2025 to Q2 2026. Any identified control deficiencies are centrally monitored until remediation measures have been im-
plemented. 
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 environment, are classified into five categories: Strategic Risks, Market Risks, Oper ational Risks, Legal & Compliance Risks, and Financial 
Risks. 
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 sustain-
ability, decarbonization, and digital transformation, and hence the resulting changes expected in the transport ation and logistics industry. This strategic 
framework aims to leverage the opportunities resulting from these changes. TRATON is committed to operating sustainably and r esponsibly 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) Strat-
egy Execution & Governance. Implementing these elements is associated with various opportunities and risks. 
1. Responsible Company 
Commercial vehicles are subject to increasingly rigorous environmental requirements and other regulations worldwide. The goal  of climate neutrality by 
2050 defined in the European Green Deal for the 27 member states of the 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) poses a significant challenge for TRATON an d the entire transportation 
sector. In mid-2024, for example, the European Union set new ambitious targets for manufacturers of heavy-duty commercial vehicles such as the TRATON 
GROUP to reduce CO 2 emissions in Europe in the course of two decades in the new Regulation (EU) 2024/1610 (CO 2 regulation). The target set for 2025 of 
reducing CO 2 emissions from heavy -duty commercial vehicles with more than 16 tons by 15% is already in force. In 2024, however, the EU increased its 
reduction target from 30 to 45% by 2030, and set targets for commercial vehicles of 65% by 2035 and 90% by 2040. The t argets are based on a benchmark 
from the period July 2019 to June 2020. In addition, these targets have been extended to other commercial vehicle sub-groups. This concerns medium and 
heavy commercial vehicles over 5 tons, including interurban buses and coa ches. Some special vehicles will continue to be exempt. To stimulate faster de-
ployment 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 CO 2 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 pa rticulate 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.

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82  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
In the USA, the current administration’s move to roll back federal emissions standards for medium and heavy -duty trucks presents significant regulatory 
and market risks. At the core of this reversal is the proposed repeal of the 2009 Endangerment Finding, the legal basis for the U.S EPA’s regulation of 
greenhouse gas (GHG) emissions under the Clean Air Act. This repeal will eliminate the agency’s authority to regulate vehicle  GHG emissions, disrupting 
long-term compliance frameworks. In parallel, the US administration has advanced proposals to rescind the Greenhouse Gas Phase III standards and recon-
sider NOx emissions limits under EPA’s 2027 rulemaking. These actions may loosen short-term compliance obligations, but will also increase the probability 
of future regulatory reversals and litigation-driven policy reinstatements. The administration has also invoked the Congressional Review Act (CRA) to over-
turn California’s Clean Air Act waivers, which enables it and other “Section 177 states” to adopt stricter vehicle emissions standards. These rollbacks are under 
legal challenge, and their outcomes could redefine the balance of state and federal regulatory authority  — introducing years of policy uncertainty. Collec-
tively, these measures represent a dramatic shift  in US climate and emissions policy. This transition increases regulatory volatility, exposure to stranded  
asset, and potential misalignment with global sustainability trends, particularly to the extent that Mexico, Canada, the EU , and Asian markets mainta in or 
tighten emissions requirements. 
In Brazil, TRATON is affected by the CO 2 reduction and energy efficiency program, which is based on European directives and the VECTO program for cal-
culation. The program, following an adaptation to Brazilian conditions, will be finalized by December 2026. Targets are scheduled to be established in early 
2029, with vehicles expected to meet them starting in 2033. The city of São Paulo, which is a benchmark for other cities in the country in decarbonization 
initiatives, remains committed to meeting the legal  requirement to eliminate the use of fossil fuels by 2038 in some transportation sectors. Currently, in 
terms of the vehicle applications under the city’s control, the focus is on urban buses, which have aggressive targets for re placing their fleet with pu re 
electric vehicles. Another topic under discussion in Brazil is the consideration of the entire product life cycle. The corresponding requirements are scheduled 
to come into force in 2027.  
Along with other important markets in which the TRATON GROUP sells its products, in 2023 China set the China 6 (CN 6) emissio n standard for reducing 
pollutions for all heavy-duty commercial vehicles. Also, China introduced new Stage IV Fuel Consumption Limits in July 2025, as well the New Energy Vehicle 
Credit Policy plan, which is estimated to be implemented from 2028 to reduce CO 2 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 considering oft en differing regulations for 
CO2 and other pollutant emissions produced by combustion engines. To meet the EU, North America, Brazil , and China targets, it is imperative to deploy 
new technologies to reduce CO 2 and other exhaust emissions. TRATON is therefore investing to a substantial extent in climate -friendly alternative drive 
systems, primarily battery-electric commercial vehicles. 
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, espe-
cially in the United States market. On the one hand, the gradual, well-timed switch to battery-electric vehicles offers TRATON the opportunity to meet CO 2 
emissions standards worldwide, respond better and faster to customer wishes, and gain market share by entering the market at an early stage. On the other 
hand, 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, widespre ad charging

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infrastructure tailored specifically to commercial vehicles. 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 network for battery-electric commercial vehicles in Europe that is open to vehicles from all manufacturers. Despite 
the common efforts in the Milence joint venture, t he development of an adequate pan-European charging infrastructure remains a challenge. Brazil faces 
a structural challenge in decarbonizing its transportation sector due to severe infrastructure limitations. According to the Confederação Nacional do Trans-
porte (CNT), Brazil’s transportation federation, only about 1 2% of Brazil’s federal road network is paved, leaving approximately 88% unpaved or in poor con-
dition. This will delay the large-scale deployment of electric long-haul transportation since effective electrification presupposes a robust and paved highway 
network capable of supporting both logistics and energy infrastructure. Despite these infrastructural limitations, Brazil has a comparative advantage when 
it comes to the immediate decarbonization o f transportation. For example, the new Law No. 14,993/2024 (Lei do Combustível do Futuro) creates a legal 
framework for combustion engines that run on renewable fuels, in particular biodiesel and biomethane. In China, economies of scale created for electri c 
vehicles present an opportunity to intensify sourcing of cost competitive parts. In addition, TRATON could potentially sell m ore electric vehicles in China 
than in Europe. This would increase the chances of achieving the CO 2 reduction targets set by the TRATON GROUP. However, the imminent risk in China is 
that the TRATON GROUP might not be ready with a commercial product once the enabling regulatory and technological conditions are all in place. 
By aspiring to be a Responsible Company, TRATON continues its aim to foster diversity and inclusion throughout the company and ensure good standards 
of governance and ethical conduct by its employees. During these efforts, TRATON is exposed to various challenges that may re sult in the company not 
achieving the targets it has set itself. Altogether, the company will gain access to various long -term opportunities, for example, if 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 TRATON GROUP operates in an industry where impr oving brand performance is crucial in order to 
maintain competitiveness and increase profitability. Moreover, cooperation between the brands is generating significant oppor tunities 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 associated with uncertainties, 
which are also influenced by decisions made by the current 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 and market entry strategies. 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 regarding the respect for human rights. Various 
operational risks are also associated with investments in China, such as risks from legislation, and risks from the local market and competitive environment.

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3. TRATON Accelerated! 
In a world that will be 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 persp ective on business beyond pure transportation 
through an active role in shaping the transportation and logistics ecosystem of the future. Moving into new business areas su ch as logistics, new solutions 
for customers, and other digital business models entai ls risks for TRATON but also offers it sustainable opportunities to position itself competitively in the 
long term during the transformation of technologies and markets. In addition, the development of the TRATON Financial Service s segment into an inte-
grated captive Financial Services unit for the whole Group enables comprehensive financing options to meet the demand for new tec hnologies and busi-
ness models. 
4. Strategy Execution and 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 imp ortant technology areas (TRATON Modular 
System) and through closer organizational integration. TRATON laid the foundation by establishing new Group Industrial Functions for research and devel-
opment and by coordinating purchasing, production, and logistics across the whole Group. If the TRATON GROUP fails 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 conditions globally and in the TRATON GROUP’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 the demand for TRATON GR OUP’s products and ser-
vices.  
In general, demand for commercial vehicles is highly cyclical, i.e., periods of high customer investment in commercial vehicl es 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 u ncertainty. Such variable de-
mand patterns can lead to a rapid rise or fall in demand for  the TRATON GROUP’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.  
Risks to global economic development also stem from increasing political uncertainty, protectionist tendencies , and structural deficits that threaten the 
development of individual advanced economies and emerging markets. The increasing ecological challenges, which affect individual countries and regions 
to different degrees, are another contributing factor. Inflati on has recently decreased in many regions, prompting central banks to cut interest rates. The 
extent to which this monetary policy  course will continue is uncertain. The TRATON GROUP 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 customers’ and regulatory requirements 
alike. In case of political turmoil, it could be partially or fully shut out of important markets.

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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 implemented globally over the coming years. How-
ever, 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. Increasing competition 
from non-western manufacturers, especially from China, adds to the difficulty in gaining market share in emerging economies. 
Geopolitical tensions and conflicts, such as the war in Ukraine, tensions between China and Taiwan, and the conflict in the Middle East, as well as signs that 
the global economy is becoming increasingly fragmented are additional material risk factors for t he development of individual countries and regions. In 
addition, the tensions between the USA, the EU, China and other countries on trade barriers, including national protective me asures (e.g., increased tariffs 
imposed by the US Administration or any potential retaliatory measures worldwide) may lead to considerable risks that could adversely affect the TRATON 
GROUP’s operations. These are increasingly leading to sanctions, tariff barriers, and other protectionist obstacles to trade.  Considering the existing strong 
global interdependence, local developments may also negatively impact the global economy. The same applies to violent conflic ts, terrorist activities, 
cyberattacks, and the spread of infectious diseases, which may prompt unexpected, short-term responses from the markets. 
International’s business in North America gives the TRATON GROUP access to a large, high -margin part of the global transportation market. This opens 
additional growth potential for the TRATON GROUP and ensures a better balance between regional market developments in the cyclical commercial vehicle 
industry. In addition, International Motors has substantial growth opportunities in its primary North American markets if the  International brand can pro-
gressively restore its market share to the levels seen in th e past. However, increased tariffs or other protectionist measures introduced by the USA, or any 
retaliatory measures may have a significant influence on this market development, which is why the TRATON GROUP is monitoring them closely. 
The TRATON GROUP is subject to intense competition, which may increase further in the future, e.g., as a result of new compet itors entering primary mar-
kets. TRATON GROUP’s future success depends on the Group’s ability to address the key factors of competit ion in the commercial vehicle industry. These 
are, in particular, its innovative capacity, which has a positive effect on the total cost of ownership of TRATON GROUP products, the ability to address specific 
customer needs with tailored solutions such as a fter-sales and financing services, and the availability of technological innovations that drive major trends 
in the industry (i.e., alternative drives, connectivity, and autonomous driving). If the TRATON GROUP 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, amon g other measures. Fur-
thermore, the international 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 structural adjustments if a market downturn cannot be addressed by temporary measures. Such adjustments may in-
volve 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, technologies, and services. Furthermore, growing climate and environmental awareness,  increasingly strict energy efficiency and ex-
haust 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 powertrains provide

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business opportunities. Therefore, the TRATON GROUP is investing substantially in research and development. This may also inv olve partnerships and co-
operation with suppliers or other organizations outside TRATON GROUP’s core competencies.  
The development of new products involves large and complex projects that are subject to various risks. These may result from several factors, including 
inaccurate assumptions with respect to planning and implementation costs, unexpected technical challenges, weaknesses in project design and manage-
ment, or poor performance of third -party suppliers and partners. These factors, if they materialize, could result in cost overruns, delays in new product 
launches, delivery delays, quality issues, and damage to customer relationships. Substantial risks relating to the delayed ramp-up of sales of BEVs could 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 GROUP’s extensive research & development activities.  
As commercial vehicle technology becomes increasingly complex, the risks from vehicle defects, cybersecurity and quality issu es generally rise. Substan -
dard quality may result in manufacturers’ guarantee, statutory warranty, and ex gratia repair costs as well as the loss of ma rket share or lower product 
margins. Moreover, if security issues arise, the software included in vehicles could impact the functio nality 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. Alternatively, superior product quality may strengthen the company’s positioning within the competitive 
environment. 
The impact of these factors may be further increased as the TRATON GROUP employs a modular system concept in the production o f its vehicles. The 
Group’s risk exposure with respect to product defects is further amplified because individual components are us ed in several vehicle types, models and 
brands. Conversely, the Modular System opens up various opportunities for the TRATON GROUP. These include economies of scale in production and pro-
curement, as well as a better distribution of development costs.  
In order to maintain high quality standards for its products and comply with government-prescribed safety and other standards, the company incurs costs 
for monitoring, certification, and quality assurance. The TRATON GROUP has implemented a comprehensive quality management system that begins at the 
product gestation stage and extends to manufacturing, suppliers, and in -life monitoring of the entire Group’s products. Furthermore, TRATON generally 
records warranty provisions in its accounts based on past experience, known claims as well as technological progress and solutions for known quality issues. 
A lack of availability of bought -in components, for example semiconductors, and increasing costs for energy and certain raw materials such as rare earth 
elements can lead to significant uncertainties for the TRATON GROUP. If suppliers are unable or unwilli ng to fulfil delivery obligations, for example due to 
supply shortages, tariffs, trade or regulatory barriers, labor strikes, capacity allocation to other customers, or financial distress, the TRATON GROUP would 
face risks of production downtimes and inventory backlogs. Moreover, any escalation of regional conflicts could trigger further disruptions in global supply 
chains and energy and commodity markets. TRATON has intensified monitoring of its supplier network as it relies heavily on th e timely delivery of high-
quality materials and components by its suppliers.

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In addition, the TRATON GROUP’s corporate responsibility to respect human rights and the environment is anchored within its own business area and within 
the business relationships in its sphere of influence. TRATON’s Policy Statement on Human Rights outlin es its commitment to comply with applicable na-
tional and international human rights legislation. However, due to the TRATON GROUP’s international business activities, risk s in this regard cannot be 
completely ruled out. 
The TRATON GROUP’s success depends on the uninterrupted operation of its manufacturing activities. Unforeseen disruption of a  production facility rep-
resents 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, risks to public health, 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 miti-
gate these risks. These measures include preventive plant maintenance and servicing, regular checks by qualified personnel, on-site inspections, risk avoid-
ance 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 to maintain competitiveness 
and profitability. The TRATON GROUP is focusing on significant long -term synergies from Group-wide cooperation initiatives in the areas of procurement, 
modularization of parts and components, shared drive platforms, new technologies, production and logistics sites, and research and development. Further-
more, TRATON 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. 
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 technol-
ogy, or cyberattacks, thereby impairing business processes or bringing them to a complete standstill. There is also the risk of unauthorized access to confi-
dential business data and information stored on the company’s IT systems or those of its business partners. In order to ensure the availability, integrity, and 
confidentiality of information, the TRATON GROUP uses a risk-based information security management system as well as a combination of the latest hard-
ware and software technologies, effective IT organizational mechanisms, and an IT-related internal control system. 
In addition, the company’s business performance depends on the TRATON GROUP being able to stand out through its human resources strategy. Consi d-
ering external factors such as demographic shifts, labor market volatility, and regulatory changes in employment law ensures that the strategic program 
remains adaptable and compliant. 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 development 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 indus-
try experience, and the loss of key members of management or employees with critical core competencies may adversely impact t he 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 sa fety 
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 GROU P 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 E uropean 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 concentrated, which is why it is subject to height-
ened 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 per sonal data, and the confi-
dentiality, integrity, and availability of such information. In particular, TRATON SE is subject to the stringent requirements of the EU’s General Data Protection 
Regulation (GDPR), which entered into force in May 2018. If TRATON fails to comply with the requirements of 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 unauthorized 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 itse lf 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. The prevailing geopolitical 
uncertainties, such as the war in Ukraine, tensions between the US, the EU, China, and other countries regarding trade barriers, and the conflict in the Middle 
East, are affecting exchange rate risks, liquidity risks, interest rate risks, and commodity price risks. The TRATON GROUP 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 receivables and liabilities, and from the existing order backlog, 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 an d 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 interest rate risk management is to largely reduce these risks through 
the use of derivative financial instruments.

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The manufacture of the TRATON GROUP’s products requires commodities. Price trends on the commodity markets or price escalatio n 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.  
Liquidity risk describes the risk that the TRATON GROUP may have difficulties in meeting obligations associated with financia l liabilities. To always ensure 
sufficient liquidity, cash inflows and outflows are continuously monitored and managed. In addition , changes in the TRATON GROUP’s liquidity are moni-
tored using a detailed financial plan. The TRATON GROUP’s financial management manages automated cash pools, wherever legally  and economically 
appropriate and feasible.  
For external financing purposes, the opportunities available on the financial market are tracked continuously to ensure the T RATON 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 thro ugh the careful selection 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 dis-
count rate used to discount future benefits, the inflation rate as the basis of future benefit adjustments, expec ted salary trends, the development of health 
and nursing care insurance contributions, the contribution payments to be made, and the life expectancy of the beneficiaries. 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 negativ ely 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 v alue 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 factors 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 developments differ from expected developments in a positive way. 
Furthermore, the TRATON GROUP is subject to income and other taxes in multiple jurisdictions. Provisions for income, sales, v alue-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 transactions and calculations, including, for example, intercompany transactions and cross -jurisdictional transfer pricing

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and transactions with specific documentation requirements, for which the final tax assessments are or the timing of the tax effect is subject to some uncer-
tainty.  
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. 
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 internal 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’ pot ential impact and probability of 
occurrence considering any risk-mitigating measures that may have already been implemented. The ou tcome of the Monte Carlo simulation for each risk 
category is then set in relation to the TRATON GROUP’s planned operating result to calculate the corresponding risk class. The matrix below forms the basis 
of this process. If there are more risks or if the y have a higher net impact, the risk class itself is higher, while a planned higher operating 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:

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Risk category  Risk Class – 2025 Annual Report  Risk Class – 2024 Annual Report 
Strategic risks  High  High 
Market risks  High  Medium 
Operational risks  High  High 
Legal & compliance risks  High  High 
Financial risks  High  High 
 
The current geopolitical environment, uncertainty surrounding emissions regulations, increasing trade barriers, challenges in  supply chains, and future 
developments regarding the costs of bought -in components, energy, and raw materials, are all contributin g to a continued high level of uncertainty. This 
means that the Strategic Risks, Operational Risks, Legal & Compliance Risks, and Financial Risks categories are assessed as “ High”, which is unchanged 
compared with the previous year. The “Market Risks” category is now rated as high rather than medium, in particular because a difficult market environment 
is expected.

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Overall assessment of the TRATON GROUP’s risk and opportunity position 
According to its own evaluation, risks in the market risks category have the most considerable impact on the TRATON GROUP. In  addition to the general 
cyclicality of and intense competition in the commercial vehicle industry, these also include the economic  environment. Growing geopolitical tensions 
between the US, the EU, China, and other countries are leading to increasing trade barriers and protectionist measures (e.g., new or increasing tariffs by the 
US administration or possible worldwide retaliatory m easures). These may have a negative impact on sales volumes and sales margins. In the area of Stra-
tegic Risks, the requirements and risks arising from the CO2 emissions regulation in the EU, as well as uncertainty about CO2 and nitrogen oxides (NOx) rules 
in North America, remain a particular focus. Operational risks chiefly comprise supply chain risks, risks in conjunction with  EU CO2 penalties for exceeding 
fleet limits, and general raw material cost increase risks. Whereas operational business risks posed the greatest risk to TRA TON in the 2024 Annual Report, 
they are less pronounced than market risks in the reporting period. Legal & Compliance Risks comprise mainly litigation risks involving the TRATON GROUP. 
Among the Financial Risks, future currency developments continue to be 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.  
In light of the highly dynamic nature of the current business environment, the company will continue to closely monitor its principal risks and opportunities 
in the future. 
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 collusive 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 b y the European Commission uphel d. 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 additional 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 initi-
ated 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 successor in the respective proceedings (an d 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. Fur-
thermore, some truck customer damages claims have been combined in class actions or through claim aggregators to which the truck customers assigned

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93  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
their respective damages claims. A 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 man ufacturers. 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. Further-
more, some customer damages claims in other jurisdictions have been combined in class actions or through claim aggregators.  
MAN and Scania take the view that there are well -founded arguments against such claims and take appropriate steps to defend themselves. However, it 
cannot be excluded that these claims result in substantial liabilities for MAN and/or Scania including signi ficant costs for their defense, which may have a 
material adverse effect on MAN’s and/or Scania’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 and Scania are continuously monitoring the development and re -assesses the respective risks on a re gular 
basis. 
TRATON recognized a negative impact on its operating result in the amount of €17 3 million (€162 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 unlikel y 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 In-
dústria e Comércio de Veículos Ltda. (MAN Latin America), and the Brazilian tax authorities, the Brazilian tax authorities to ok a different view of the tax 
implications of the acquisition structure chosen by MAN SE (no w 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. ap-
pealed this judgment before a regular judicial court in 2018. This lawsuit was dismissed in 2019, and an appeal was filed aga inst 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 wa s 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 in penalties in Phase 2, and in November 
2024 the complete abolition of isolated and qualified penalties in P hase 2 was finally achieved. In May 2025, the Brazilian Office of the Attorney General of 
the National Treasury reviewed Phase 1 of the proceedings. As a result of this review, the amount in dispute was reduced due to the partial removal of 
penalties, the associated interest, and the related legal costs. 
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. As a result of the partial success in Phase 1, the risk has been reduced from approximately BRL 3.1 billion 
(€477 million; conversion as at December 31, 2024) to around BRL 2.4 billion (€366 million; conversion as at December 31, 2025) for the total contested period 
from 2009 onwards.

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94  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
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 o n September 3, 2021. 
This marked the conclusion of the MAN SE merger squeeze -out. The appropriateness of the cash compensation will  be reviewed by a court -appointed 
auditor as part of the judicial award proceedings 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 202 5. The appeal proceedings are currently pending 
in the second instance at the Bavarian Higher Regional Court. Expenses of € 3 million (€98 million) were recognized for this transaction in other financial 
income and interest expense in fiscal year 2025.

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95  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
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 nonfinan cial Group statement and 
refers to the combined nonfinancial statement of the Volkswagen Group and Volkswagen AG for fiscal year 20 25, which is part of the Group Management 
Report in the Volkswagen Group’s 2025 Annual Report. This will be available at https://www.volkswagen-group.com/Financial-Reports as of March 10, 2026.  
Comprehensive information on the TRATON GROUP’s sustainability activities can also be found in the Sustainability Report chapter. 
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 protect ion, and sustainability at 
the center of its political 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 sustai nable 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 o f 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 environmentally sustainable, and thus taxonomy-aligned, if they make a substantial contribution to the achievement 
of at least one of six environmental objec tives (“substantial contribution”), do not significantly harm (DNSH) one or more environmental objectives (sub-
stantial contribution and DNSH are together referred to as “technical screening criteria”), and also meet certain minimum saf eguards that apply to all eco-
nomic 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 
 
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

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96  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
All other economic activities are taxonomy-non-eligible economic activities. 
2. Reporting on fiscal year 2025 
For fiscal year 2025, the TRATON GROUP is reporting on the six environmental objectives mentioned above in accordance with Ar ticle 8 of Regulation 
2020/852 and Article 10(4) of the Delegated Regulation on Article 8 of the aforementioned Regulation, includi ng Delegated Regulation (EU) 2026/73 of 
July 4, 2025. With the entry into force of Delegated Regulation (EU) 2026/73, various simplifications were enacted with regard to the substance and presen-
tation of the information to be reported. In particular, the a ssociated reduction in the complexity of the DNSH criterion for preventing and controlling pol-
lution means that TRATON can again provide evidence of full compliance with the DNSH criterion for all Scania and MAN sites i ncluded in the analysis and 
can therefore report taxonomy-aligned sales revenue, capital expenditure, and operating expenditure. In the previous year, it was not possible to demon-
strate full compliance with the aforementioned DNSH criterion. The comparative figures for the previous year were not retroactively adjusted to reflect the 
simplifications introduced by Delegated Regulation (EU) 2026/73. 
In addition, 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 inter-
pretation 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. 
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.29.10 
(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 th at the economic activities 
related to the manufacture, repair, maintenance, retrofitting, or upgrade of vehicles are allocated to economic activity 3.3 “Manufacture of low-carbon tech-
nologies 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 ob jective. 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 as-
signed 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.

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97  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Hedging transactions and individual activities that are reported in the “Other sales revenue” item in the Consolidated Financ ial Statements as of Decem-
ber 31, 2025, 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 ar e based on the relevant vehicle 
classes and the associated CO 2 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 addition to production sites, component plants and research & develop-
ment units that are associated with vehicles that meet the technical screening criteria for substant ial contribution, 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. Our production site 
in Rugao, China, was not conclusively assessed due to the ongoing changes in its operational and organizational structure. The EU Taxonomy is subject to 
interpretation uncertainties with regard to the DNSH criteria and poses particular challenges for sites outside the EU due to  the potentially different legal 
situation there. 
The assessment of the DNSH criteria was based on the requirements applicable in the EU in 2025 for ongoing business operation s as well as on internal 
policies and processes. Country -specific requirements and internal processes were used for sites outside t he EU. In contrast to the previous year, when it 
was not possible to demonstrate full compliance with the DNSH criterion for the prevention and control of pollution, the asse ssment of the DNSH criteria 
for the Scania and MAN brands’ sites included in the analysis was completely positive. This is due to simplifications enacted in 2025 affecting the substance 
and presentation of the information to be reported. See also  the Reporting on fiscal year 2025  section. The TRATON GROUP’s approach to assessing the 
DNSH criteria is presented in detail in the following. 
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 Intergovernmenta l Panel on 
Climate Change (IPCC) up to the year 2050 and thus assume s the highest expected CO 2 concentration according to the IPCC. In addition, risk -specific 
analyses 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.

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98  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
The sustainable use and protection of water and marine resources  
Environmental impact assessments, ISO 14001 certificates, local legislation, internal policies and processes, and other exter nal data sources were used to 
analyze compliance with the DNSH criterion. To achieve good water status and good ecological potentia l, risks of environmental damage related to main-
taining water quality and avoiding water scarcity were identified and analyzed. Countermeasures have been implemented 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 t he strategic focus areas 
specified by TRATON. Specifically, 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, w ater, or ground pollution com-
pared to the levels before it began. The automotive industry is already extremely regulated on the who le — 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, less harmful substances in our analyses and assessments. 
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 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. For the Scania and MAN brand sites that were included in full in the analysis, the audit yielded a positive result, as they have already 
implemented cross-company processes to restrict the use of SVHCs. Evidence of compliance could not be provided for the other brand sites. 
The protection and restoration of biodiversity and ecosystems 
To verify compliance with the requirements governing biodiversity and ecosystems, the relevant areas were identified using va rious 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 busi-
ness activity has no significant impact on the conservation objectives of the protected area.

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99  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Minimum safeguards 
Minimum safeguards ensure compliance with the OECD Guidelines for Multinational Enterprises and the United Nations Guiding Pr inciples 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 following 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. Addi-
tionally, 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 busin ess activities and within the 
supply chain. The effectiveness of the implementation of the underlying regulations is reviewed with the help of the internal control system (ICS). Regular 
Group-wide communication relating to compliance and integrity takes place across hierarchical levels and brands using various chann els 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 requirements are met. 
4. Key performance indicators pursuant to the EU Taxonomy 
The key performance indicators (KPIs) for fiscal year 2025 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 mitigation” environmental objective. 
To determine the percentages, the taxonomy-eligible and taxonomy-aligned turnover, capital expenditure, and operating expenditure are each set in rela-
tion to total turnover, total capital expenditure, and total operating expenditure within the meaning of the EU Taxonomy.  
The tables required by the EU Taxonomy are shown at the end of the chapter.

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100  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
4.1 Turnover 
2025 
 Turnover  
Substantial contribution to 
climate change mitigation  
Compliance 
with DNSH 
criteria  
Compliance 
with minimum 
safeguards  
Taxonomy-aligned 
turnover 
 € million  %1  € million  %1  Y/N  Y/N  € million  %1 
A. Taxonomy-eligible activities                 
3.3 Manufacture of low-carbon technologies for transport  40,972  93%  1,191  3%  Y/N  Y  1,005  2% 
B. Taxonomy-non-eligible activities  3,080  7%             
Total (A+B)  44,052               
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 Decem-
ber 31, 2025, in the Consolidated Financial Statements as of December 31, 2025, which amounted to €44.1 billion in fiscal year 2025. 
Economic activity 3.3 accounted for €41.0 billion of this total, or 93% of the TRATON GROUP’s sales revenue, which was classified as taxonomy-eligible turn-
over. This includes in particular revenue from the sale, lease, and financing of new and used vehicles manufactured internall y, as well as revenue fro m 
genuine parts and workshop services. By contrast, revenue from the sale of vehicles that are not manufactured internally or r evenue 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 Con-
solidated Financial Statements as of December 31, 2025.  
In fiscal year 2025, TRATON reports taxonomy -aligned sales revenue of €1. 0 billion, or 2%, whereas there was no taxonomy -aligned sales revenue in the 
previous year. The change compared with the previous year is due to the introduction of new rules. See also the sections Reporting on fiscal year 2025 and 
DNSH criteria.

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101  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
The following table contains a breakdown of taxonomy-aligned turnover: 
€ million  2025  2024 
Taxonomy-compliant revenue from battery-electric new vehicles  961  – 
Other taxonomy-compliant revenue  44  – 
Total  1,005  – 
 
4.2 Capital expenditure 
2025 
 Capital expenditure  
Substantial contribution to 
climate change mitigation  
Compliance 
with DNSH 
criteria  
Compliance 
with minimum 
safeguards  
Taxonomy-aligned 
capital expenditure 
 € million  %1  € million  %1  Y/N  Y/N  € million  %1 
A. Taxonomy-eligible activities                 
3.3 Manufacture of low-carbon technologies for transport  5,129  97%  761  14%  Y/N  Y  690  13% 
B. Taxonomy-non-eligible activities  163  3%             
Total (A+B)  5,292               
1 The percentage amount shown relates to the total capital expenditure as defined by the EU Taxonomy. 
Capital expenditure was calculated on the basis of additions included in the Consolidated Financial Statements as of December 31, 2025, and additions from 
business combinations to intangible assets, property, plant, and equipment, and assets leased out, which amounted to €5.3 billion in fiscal year 2025. Addi-
tions to goodwill are not included in the denominator. 
Economic activity 3.3 accounted for €5.1 billion of this total, or 97% 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 distributi on primarily 
benefits taxonomy-eligible economic activities and has therefore been included. By contrast, capital expenditure incurred in connection with ve hicles not 
manufactured internally or the business w ith engines, powertrains, and parts deliveries is taxonomy -non-eligible. Also excluded is capital expenditure on 
investment property since it is not economically required by TRATON to manufacture low-carbon technologies for transport.  
In fiscal year 2025, TRATON reports taxonomy-aligned capital expenditure of €690 million, or 13%, whereas there was no taxonomy-aligned capital expendi-
ture in the previous year. The change compared with the previous year is due to the introduction of new rules. See also  the sections Reporting on fiscal 
year 2025 and DNSH criteria.

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102  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
The following table contains a breakdown of taxonomy-aligned capital expenditure: 
€ million  2025  2024 
Attributable to intangible assets  315  – 
Attributable to property, plant and equipment  232  – 
Attributable to leased assets  143  – 
Taxonomy-compliant capital expenditures for the reporting year  690  – 
 
4.3 Operating expenditure 
2025 
 Operating expenditure  
Substantial contribution to 
climate change mitigation  
Compliance 
with DNSH 
criteria  
Compliance 
with minimum 
safeguards  
Taxonomy-aligned 
operating expenditure 
 € million  %1  € million  %1  Y/N  Y/N  € million  %1 
A. Taxonomy-eligible activities                 
3.3 Manufacture of low-carbon technologies for transport  1,943  97%  266  13%  Y/N  Y  229  11% 
B. Taxonomy-non-eligible activities  54  3%             
Total (A+B)  1,996               
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 & development costs. These are calculated by subt racting capitalized devel-
opment 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 €2.0 billion in the year under review. 
Economic activity 3.3 accounted for €1. 9 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 par ts deliveries, has therefore not been included in the 
numerator. 
In fiscal year 2025, TRATON reports taxonomy -aligned operating expenditure of €2 29 million, or 1 1%, whereas there was no taxonomy -aligned operating 
expenditure in the previous year. The change compared with the previous year is due to the introduction of new rules. See als o the sections Reporting on 
fiscal year 2025 and DNSH criteria.

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103  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
The following table contains a breakdown of taxonomy-aligned operating expenditure: 
€ million  2025  2024 
Taxonomy-compliant operating expenses from non-capitalized research & development costs related to 
battery-electric vehicles  201  – 
Other taxonomy-compliant operating expenses  28  – 
Total  229  – 
 
4.4 Disclosures on the capex plan 
Under the EU Taxonomy, taxonomy-aligned capital expenditure in the reporting year 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 eco-
nomic 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 a nd 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 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 are 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 are allocated to the capex plan on a pro rata basis with the help of the alloca-
tion key. The allocation key compares the ratio of the production volume of taxonomy -aligned vehicles for the reporting year in question with the average 
taxonomy-aligned production volume under the five-year plan. The proportion over and above is allocated to the capex plan. As a result, €482 million of the 
taxonomy-aligned capital expenditure for the reporting year is allocated to the capex plan, while € 177 million of the taxonomy-aligned operating expendi-
ture is allocated to the capex plan. The total capital expenditure of the capex plan incurred in the reporting period and exp ected to be incurred during the 
five-year planning period amounts to €9.2 billion.

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104  TRATON GROUP 2025 Annual Report 
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 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
4.5 Table overview according to the EU Taxonomy 
Proportion of turnover, capital expenditure, and operating expenditure from products or services associated with taxonomy -eligible or taxonomy-aligned 
economic activities 
KPI 
 
       
 Breakdown of taxonomy-aligned 
activities by environmental objective           
 
Total 
 Proportion of 
taxonomy-eligible 
activities 
 
Taxonomy-aligned 
activities  
Proportion of 
taxonomy-aligned 
activities 
 
Climate change 
mitigation  
Climate change 
adaptation  
Water 
 
Circularity  
Pollution  
Biodiversity  
Proportion of 
enabling activities 
 
Proportion of 
transitional activities 
 
Activities not 
assessed that are not 
considered material 
 Taxonomy-aligned 
activities in the 2024 
reporting period 
 
Proportion of 
taxonomy-aligned 
activities in the 2024 
reporting period 
  
€ 
million  %  
€ 
million  % 
 
%  %  %  %  %  %  %  %  %  
€ 
million  % 
Turnover  44,052  93%  1,005  2%  2%  ‒  ‒  ‒  ‒  ‒  2%  ‒  ‒  ‒  ‒ 
Capital expenditure  5,292  97%  690  13%  13%  ‒  ‒  ‒  ‒  ‒  13%  ‒  ‒  ‒  ‒ 
Operating expenditure  1,996  97%  229  11%  11%  ‒  ‒  ‒  ‒  ‒  11%  ‒  ‒  ‒  ‒

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105  TRATON GROUP 2025 Annual Report 
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Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Turnover 
Proportion of turnover from products or services related to taxonomy-eligible or taxonomy-aligned economic activities 
          Environmental objective of taxonomy-aligned activities       
Economic activities 
 
Code 
 Taxonomy-eligible 
turnover  
(proportion of 
taxonomy-eligible 
turnover) 
 
Taxonomy-aligned 
turnover (monetary 
value of turnover) 
 
Taxonomy-aligned 
turnover  
(proportion of 
taxonomy-aligned 
turnover)  
Climate change 
mitigation  
Climate change 
adaptation  
Water 
 
Circularity  
Pollution  
Biodiversity  
Enabling activity 
 
Transitional activity 
 
Ratio of taxonomy-
aligned turnover to 
taxonomy-eligible 
turnover 
    %  € million  %  %  %  %  %  %  %  E  T  % 
Manufacture of low-carbon 
technologies for transport 
 
CCM 3.3  93%  1,005  2%  2%  ‒  ‒  ‒  ‒  ‒  E  ‒  2% 
Total alignment per objective          2%  ‒  ‒  ‒  ‒  ‒       
Total turnover    93%  1,005  2%  2%  ‒  ‒  ‒  ‒  ‒  2%  ‒  2% 
1 Abbreviations used in the table: CCM: Climate change mitigation, E: Enabling activity, T: Transitional activity. 
Capital expenditure 
Proportion of capital expenditure from products or services related to taxonomy-eligible or taxonomy-aligned economic activities 
          Environmental objective of taxonomy-aligned activities       
Economic activities 
 
Code 
 Taxonomy-eligible 
capital expenditure 
(proportion of 
taxonomy-eligible 
capital expenditure) 
 
Taxonomy-aligned 
capital expenditure 
(monetary value of 
capital expenditure) 
 
Taxonomy-aligned 
capital expenditure 
(proportion of 
taxonomy-eligible 
capital expenditure) 
 
Climate change 
mitigation  
Climate change 
adaptation  
Water 
 
Circularity  
Pollution  
Biodiversity  
Enabling activity 
 
Transitional activity 
 
Ratio of taxonomy-
aligned capital 
expenditure to 
taxonomy-eligible 
capital expenditure 
    %  € million  %  %  %  %  %  %  %  E  T  % 
Manufacture of low-carbon 
technologies for transport 
 
CCM 3.3  97%  690  13%  13%  ‒  ‒  ‒  ‒  ‒  E  ‒  13% 
Total alignment per objective            ‒  ‒  ‒  ‒  ‒       
Total capital expenditure    97%  690  13%  13%  ‒  ‒  ‒  ‒  ‒  13%  ‒  13%

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106  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Operating expenditure 
Proportion of operating expenditure from products or services related to taxonomy-eligible or taxonomy-aligned economic activities 
          Environmental objective of taxonomy-aligned activities       
Economic activities 
 
Code 
 Taxonomy-eligible 
operating expenditure 
(proportion of 
taxonomy-eligible 
operating expenditure) 
 
Taxonomy-aligned 
operating expenditure 
(monetary value of 
operating expenditure) 
 
Taxonomy-aligned 
operating expenditure 
(proportion of 
taxonomy-eligible 
operating expenditure) 
 
Climate change 
mitigation  
Climate change 
adaptation  
Water 
 
Circularity  
Pollution 
 
Biodiversity  
Enabling activity 
 
Transitional activity 
 
Ratio of taxonomy-
aligned operating 
expenditure to 
taxonomy-eligible 
operating expenditure 
    %  € million  %  %  %  %  %  %  %  E  T  % 
Manufacture of low-carbon 
technologies for transport 
 
CCM 3.3  97%  229  11%  11%  ‒  ‒  ‒  ‒  ‒  E  ‒  12% 
Total alignment per objective            ‒  ‒  ‒  ‒  ‒       
Total operating expenditure    97%  229  11%  11%  ‒  ‒  ‒  ‒  ‒  11%  ‒  12%

===== SIDA 107 =====

107  TRATON GROUP 2025 Annual Report 
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Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Supplemental Information on Fiscal Year 2025 
1. Corporate Governance Statement2 
TRATON SE uses this Group Corporate Governance Statement in accordance with section 289f and section 315d of the Handelsgesetzbuch (HGB — German 
Commercial Code) to report on the corporate governance principles of TRATON SE and the Group, taking into account the recommendations of the German 
Corporate Governance Code (GCGC). Good corporate governance that complies with both national and international standards is of central importance for 
ensuring responsible management with a long-term focus. It forms the basis for the responsible leadership and control of our company as well as sustain-
able business performance. At the same time, good corporate governance fosters the confidence that the financial markets, our investors, customers, busi-
ness partners, and employees have in our company, the Group, and in the work we do. 
The topic of sustainability is an integral part of TRATON’s corporate governance and strategy. For more information, refer to the Sustainability Report chapter. 
Corporate Governance at TRATON 
As a European stock corporation (Societas Europaea, SE) whose registered office is in Germany, the company is subject to the European and German SE 
rules as well as German stock corporation law. TRATON SE has a two-tier board system consisting of an Executive Board and a Supervisory Board. In accord-
ance with section 161 of the AktG in conjunction with Article 9(1)(c)(ii) of the SE Regulation, the Executive Board and Supervisory Board are required to issue 
a Declaration of Conformity with the recommendations of the GCGC at least once a year.  
Declaration of Conformity 
The Executive Board and Supervisory Board of TRATON SE addressed the recommendations and suggestions of the GCGC in detail and issued their annual 
Declaration of Conformity in December 2025 as follows: 
“The Executive Board and Supervisory Board of TRATON SE declare that the recommendations of the Government Commission on the German Corporate 
Governance Code as amended April 28, 2022 (“the GCGC”), published by the German Federal Ministry of Justice in the official section of the Bundesanzeiger 
(the Federal Gazette) on June 27, 2022, were complied with in the period since the publication of the last regular Declaration of Conformity and continue to 
be complied with, except for the recommendations set out below, for the reasons and periods indicated below: 
  
 
2 The Corporate Governance Statement in accordance with sections 289f and 315d of the Handelsgesetzbuch (HGB — German Commercial Code) forms part of the combined management report and is not 
included in the audit.

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 Combined  
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 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
1. Pursuant to recommendation B.5 GCGC (age limit of members of the Executive Board), an age limit is to be specified for members of the Executive Board 
and disclosed in the Corporate Governance Statement. This was implemented. In March 2023, the Supervisory Board reappointed Mr. Antonio Roberto 
Cortes and thus in this exceptional case exceeded the specified age limit. The Supervisory Board, however, considers the reappointment of Mr. Cortes to 
be in the best interest of the company. In particular, Mr. Cortes has had the leading responsibility for the South American market for a long time, which 
faces significant challenges in the coming years. The reappointment of Mr. Cortes ensures that the strategy for South America  designed by him can be 
efficiently and effectively implemented. Mr. Cortes’s term of office also continues in the current financial year. The Supervisory Board adheres to the age 
limit determined for the Executive Board in all other respects. However, it c annot be ruled out that deviating from a s pecific age limit only once can be 
regarded as deviation from recommendation B.5 GCGC. As a precautionary measure, such a deviation is therefore declared.  
 
2. The recommendation in C.5 GCGC (Upper limit of offices for Board members) is not fulfilled to the extent that , in addition to his seat on the Supervisory 
Board of TRATON SE, the Chairman of the Supervisory Board discharges one further mandate as Chairman of the Supervisory Board  of Volkswagen AG, 
a listed company, as well as having seats on the Supervisory Board o f Dr. Ing. h.c. F. Porsche Aktiengesellschaft, likewise a listed company, and Bertels-
mann SE & Co. KGaA, and is also Chairman of the Board of Mana gement of Porsche Automobil Holding SE. Volkswagen AG, Dr. Ing. h.c. F. Porsche Ak-
tiengesellschaft and TRATON SE do not form a group with Porsche Automobil Holding SE within the meaning of the German Stock C orporation 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. Notwithstand ing this, the Supervisory Board will make 
every effort to comply with the requirements of the recommendation in C.13 GCGC. 
 
4. The recommendation in G.13 sentence 1 GCGC (Severance cap) is not fulfilled. According to recommendation G.13 sentence 1 GCGC, payments made to a 
member of the Executive Board due to early termination of their Board activity shall not exceed twice the annual remuneration (severance cap) and shall 
not constitute remuneration for more than the remaining term of the employment contract. It is not clear to the Executive Boa rd and the Supervisory 
Board of TRATON SE whether recommendation G.13 sentence 1 GCGC onl y refers to severance payments or also to payments made to a member who 
has left the Executive Board that result from a continuing employment contract. In July 2020, Mr. Joachim Drees, among others, left the Executive Board 
by mutual consent. The employment contract between Mr. Drees and TRATON SE, in agreement with Mr. Drees, continued following his departure and 
remained in force for more than two additional years. Although the employment contract of Mr. Drees expired at the beginning of 2024, not all of the 
contractual remuneration payments based on this employment contract have been fully processed and paid.  
 
Mr. Drees shall accordingly not receive severance but may continue to receive his contractual remuneration for a period of more than two years following 
his departure. Components of this remuneration have also been paid out in the period since the submissi on of the last Declaration of Conformity and 
have not yet been liquidated completely. In light of the above, the Executive Board and Supervisory Board of TRATON SE declar e 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.

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 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Swedish Corporate Governance Code 
Furthermore, TRATON SE has published a statement regarding departures by its corporate governance system from the Swedish Cor porate Governance 
Code. It is also available on the company’s website at https://ir.traton.com/en/corporate-governance. 
The Swedish Corporate Governance Code states that companies that are listed on the capital markets in Sweden can decide wheth er to comply with the 
Swedish code or with the relevant local regulations in the countries where those companies are headquartered. TRATON SE has decided to comply with the 
GCGC and not with the Swedish Corporate Governance Code. 
Executive Board 
The Executive Board is responsible for managing the company independently in the interests of the company in accordance with the statutory provisions, 
the Articles of Association, and the Rules of Procedure for the Executive Board. Its area of responsibility extends in particular to the strategic orientation and 
management of the TRATON GROUP. In this c ontext, the Executive Board decides on matters of particular importance and significance for the TRATON 
GROUP, as well as on the establishment and monitoring of an appropriate and effective risk management and internal control system. It is also responsible 
for preparation of the annual financial statements and interim statements, and ensures compliance with statutory provisions, official requirements, and 
internal policies. In its decisions, the Executive Board considers the various aspects of sustainability and addresses their material impacts, risks, and oppor-
tunities for the TRATON GROUP’s business development. It also monitors sustainability-related targets and department-specific sustainability activities.  
How the Executive Board works 
The Executive Board exercises its management function as a collegial body. The members of the Executive Board are jointly res ponsible for managing the 
company. They decide collectively on all matters of material significance. In addition, each member of the Executive Board is personally responsible for 
managing their assigned area and is also responsible for the material impacts, risks, and opportunities, including sustainability-related aspects, within their 
own department. The various tasks of the Executive Board are allocated to the individual Executive Board departments in line with functional and regional 
aspects. All members of the Executive Board keep each other informed through reports from their own areas of responsibility. The List of Responsibilit ies 
forms part of the Rules of Procedure for the Executive Board. 
The Executive Board holds regular meetings. The meetings are generally convened and chaired by the Chair of the Executive Board. In addition, any member 
of the Executive Board can require that an Executive Board meeting be convened without undue delay, notifying the subject to be discussed or an agenda 
item to be added. As a rule, the Executive Board makes its decisions at meetings. In urgent cases, after extensive preparator y 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 circulat-
ing written documents for approval, as directed by the Chair of the Executive Board. Resolutions of the Executive Board are a dopted by a majority of the 
votes cast by the members of the Executive Board participating in the vote, unless other majorities are prescribed by law, the Articles of Association, or the 
Rules of Procedure. In the event of a tie, the Chair of the Executive Board has a casting vote.  
Executive Board members must disclose any conflicts of interest to the Chair of the Supervisory Board and the Chair of the Executive Board without undue 
delay and inform the other Executive Board members. In accordance with the requirements of the Aktiengesetz (AktG — German Stock Corporation Act) 
and recommendation E.3 of the Code, members of the Executive Board may undertake secondary activities only with the Supervisory Board’s consent.

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110  TRATON GROUP 2025 Annual Report 
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 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Composition and diversity  
In accordance with Article 8(1) of the Articles of Association, the Executive Board of TRATON SE must consist of at least two persons. The Supervisory Board 
determines the specific number of Executive Board members. The company’s Executive Board currently has seven members. In accordance with section 16 
(2) of the SE-Ausführungsgesetz (SEAG — German SE Implementation Act), TRATON SE’s Executive Board must include at least one woman and one man. 
TRATON SE complied with this requirement in the year under review. This Executive Board consisted of seven members in fiscal year 2025. As of December 
31, 2025, the proportion of female Executive Board members was approximately 14.29%, while the proportion of male Executive B oard members was ap-
proximately 85.71%. 
Information on the composition of the Executive Board can be found in the section Members of the Executive Board and their appointments.  
The Supervisory Board takes diversity into account in the composition of the Executive Board and has adopted the following diversity concept for the Exec-
utive Board: 
– As a rule, appointments of members of the Executive Board should end when those members reach the age of 65, although an extension by a maximum 
of three more years is possible. 
– Members of the Executive Board should have long -standing management experience and contribute as much experience as possible from a range of 
different activities. 
– The Executive Board should collectively have leadership experience in an international context. 
– The Executive Board should collectively possess long -standing experience in the fields of machinery/vehicle manufacturing, finance, and HR manage-
ment. 
– Both genders should be adequately represented on the Executive Board. The company is subject to the statutory representation requirement that the 
Executive Board must include at least one man and at least one woman. 
The diversity concept aims to encourage a good understanding of the organizational and business affairs of TRATON SE through diversity. The Supervisory 
Board decides which individual should be appointed to a specific Executive Board position in the interests of the company, taking all the circumstances of 
the individual case into consideration. These requirements governing the composition of the Executive Board ensure that the Executive Board has relevant 
experience in the sectors, products, and geographic locations in which the TRATON GROUP operates. In the Supervisory Board’s opinion, the current com-
position of the Executive Board substantially implements the diversity concept. All members of the Executive Board have many years of management 
experience, including in an international context, and also contribute experience from a range of different activities. The Executive Board  collectively pos-
sesses long-standing experience in the fields of machinery/vehicle manufacturing, finance, and HR management. By extending the appointment of Antonio 
Roberto Cortes to the Executive Board, the Supervisory Board has, exceptionally, exceeded the age limit defined for the Execu tive Board. The reasons for 
this and the precautionary departure from recommendation B.5 of the  German Corporate Governance Code (“GCGC”) are set out in section 1 of the Decla-
ration of Conformity.

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 Responsibility Statement 
and Independent  
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 Further 
Information 
 
 
All seven members of the Executive Board in office in fiscal year 2025 have relevant sustainability expertise as they are res ponsible for developing and 
shaping the strategy, including on the topic of sustainability, in their roles as CEOs of the brands, C FO, and as the members of the Executive Board respon-
sible for Group Product Management and Group R&D. Because all Executive Board members are also members of the TRATON Sustaina bility Board (TSB), 
this expertise also includes the assessment of TRATON’s material impacts, risks, and opportunities (IROs) that were identified in accordance with the Euro-
pean Sustainability Reporting Standards (ESRS). These IROs were confirmed by the TSB and are managed and monitored by it. In their role and functions 
also as members of the TSB, the members of the Executive Board have access to relevant expert knowledge and can call on relevant experts.  
Cooperation with the Supervisory Board 
The Executive Board and Supervisory Board work together in a trust -based relationship for the benefit of the company. Dialog between the two bodies is 
the basis for efficient corporate governance. The Executive Board reports to the Supervisory Board regularly, promptly, and c omprehensively in written or 
oral form on all issues of relevance for the company with regard to strategy, planning, and the position of the company, the business performance, the risk 
position, risk management, and compliance. The Supe rvisory Board monitors the Executive Board and advises it on the management and conduct of the 
company. Monitoring and advising the Executive Board also includes in particular sustainability issues. The Supervisory Board is directly involved in deci-
sions 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 u ndue 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, th e Supervisory Board has responsibility for Human Re-
sources matters relating to the Executive Board. It appoints the members of the Executive Board and decides on all matters concerning the members of the 
Executive Board. In particular, the Supervisory Boar d, based on a proposal by the Presiding Committee, adopts a clear and comprehensible system for the 
remuneration of the members of the Executive Board and submits it to the Annual General Meeting for approval in the event of any significant amendment, 
but at a minimum every four years.  
Please refer to the Report of the Supervisory Board  for additional information on the performance of duties, in particular the number of meetings and the 
focus topics, the work of the committees described below, and cooperation with the Executive Board. 
How the Supervisory Board works 
The Supervisory Board has issued Rules of Procedure for its work, which can be downloaded at https://traton.com/en/company/supervisory-board.html. 
The Chair of the Supervisory Board coordinates work in the Supervisory Board, chairs its meetings, and represents the concern s of the Supervisory Board 
externally. The Supervisory Board holds at least two meetings each calendar half-year. It also meets regularly without the Executive Board. The Supervisory 
Board has a quorum if at least half of the members of which it is required to consist take part in the adoption of the resolu tion. Notwithstanding any other

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 Combined  
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 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
statutory provisions to the contrary, resolutions are adopted by a simple majority of the votes cast. The Supervisory Board C hair 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 partic ular those that may arise from 
an advisory or governance role at customers, suppliers, lenders, or other business partners. 
Supervisory Board Committees 
The Supervisory Board has established two committees with equal representation of shareholder and employee representatives: the Presiding Committee 
and the Audit Committee. The Nomination Committee consists solely of shareholder representatives.  
The Presiding Committee prepares the Supervisory Board meetings and the resolutions of the Supervisory Board, including the r esolutions of the Supervi-
sory 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 respon-
sibility for deciding on transactions or measures requiring approval up to a certain value limit, in place of the Supervisory Board. The Presiding Committee 
also acts as a “Remuneration Committee” and prepares the decisions of the Supervisory Board on matters relating to Executive Board remuneration. 
The Presiding Committee comprised the following Supervisory Board members in the reporting period: Hans Dieter Pötsch (Chair) , Jürgen Kerner (Deputy 
Chair), Gunnar Kilian (until July 16, 2025), Dr. Dr. Christian Porsche, Michael Lyngsie, Karina Schnur. 
The Audit Committee deals in particular with preparing the decision by the Supervisory Board regarding the adoption of the an nual 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 fi nancial statements audit and 
compliance. Furthermore, the Audit Committee submits a reasoned recommendation for the choice of external auditor to the Supervisory Board, obtains a 
statement regarding the auditor’s independence, deals with the additional services provided by the auditor, drafts the resolu tion on issuing the audit en-
gagement letter, and also deals with determining the areas of emphasis of the audit and agreeing the auditor’s fees with the auditor. 
The following Supervisory Board members were members of the Audit Committee in the reporting period: Frank Witter (Chair), Torsten Bechstädt (Deputy 
Chair), Dr. Julia Kuhn-Piëch, Nina Macpherson, Lisa Lorentzon (until June 30, 2025), Karina Schnur, Christina Widén (since July 1, 2025). 
The Nomination Committee identifies candidates for Supervisory Board positions and recommends suitable candidates to the Supe rvisory Board for the 
latter’s proposals for election to the Annual General Meeting.  
The following Supervisory Board members were members of the Nomination Committee in the reporting period: Hans Dieter Pötsch (Chair), Gunnar Kilian 
(until July 16, 2025), Dr. Dr. Christian Porsche. 
Information on the composition of the Supervisory Board can be found in the section Members of the Supervisory Board and their appointments .

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 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Self-assessment of the Supervisory Board 
In line with recommendation D.12 GCGC, the Supervisory Board assesses, at regular intervals, how effectively it as a whole an d its committees fulfill their 
tasks. As part of the self-assessment, the members of the Supervisory Board receive in advance a detailed questionnaire that enables them to submit their 
appraisal of the procedures of the Supervisory Board and its committees, and make proposals for improvements. The results are  discussed in a following 
meeting of the Supervisory Board and, if necessary,  in further individual conversations. The results are used to derive measures for improving the work of 
the Supervisory Board. The self -assessment was positive overall. The Supervisory Board considers its work in terms of its work in plenary sessions and i n 
committees to be predominantly good and efficient. The most recent self-assessment of the Supervisory Board took place in fiscal year 2025.  
Long-term succession planning for the Executive Board 
The Supervisory Board’s Presiding Committee works with the Chairman of the Executive Board to ensure long -term succession planning for the Executive 
Board. The topics discussed include the terms of the contracts and renewal options for current Executive Bo ard members, as well as potential internal and 
external candidates. In particular, the Supervisory Board discusses the knowledge, experience, and professional and personal skills that should be repre-
sented on the Executive Board with regard to the corporate strategy and current challenges, and the extent to which the current composition of the Exec-
utive 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 profi le in specific individual in-
stances, on the basis of which it then selects the most suitable candidates. After interviewing the candidates, the Presiding Committee makes a proposal to 
the Supervisory Board for resolution. If necessary, the Supervisory Board and Presiding Committee are supported by external consultants when developing 
requirements profiles and selecting candidates. 
Composition and diversity 
In accordance with the Articles of Association, the company’s Supervisory Board consists of 20 members: ten Supervisory Board members who are share-
holder representatives and ten Supervisory Board members who are employee representatives. In accordance with Article 11 (2) sentence 1 of TRATON SE’s 
Articles of  Association, shareholder representatives are elected by the Annual General Meeting without being bound by election proposals,  whereby 
Dr. Arno Antlitz was appointed by the Local Court of Munich by a res olution dated September 16, 2025, after Gunnar Kilian’s resignation. The employee 
representatives are elected directly by the relevant employee representative bodies in accordance with the provisions in the Agreement on Employee 
Involvement (Beteiligungsvereinbarung). In accordance with section 17 (2) of the SE-Ausführungsgesetz (SEAG — German SE Implementation Act), women 
and men must each account for at least 30% of the Supervisory Board of TRATON SE. As of December 31, 2025, 30% of the members of the Supervisory Board 
of TRATON SE on the shareholder side were women: Ödgärd Andersson, Dr. Julia Kuhn-Piëch, and Nina Macpherson, and 70% were men. On the employee 
side, 40% women were represented on the Supervisory Board: Daniela Cavallo, Mari Carlquist, Lisa Lorentzon (until June 30, 2025), Karina Schnur, and Chris-
tina Widén (since July 1, 2025), and 60% men on this date. The statutory quotas are therefore met by both the shareholder and the employee representatives 
on the Supervisory Board.

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Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
The Supervisory Board is composed in such a way that its members collectively possess the knowledge, skills, and professional  experience necessary to 
properly perform their duties. TRATON SE’s Supervisory Board aims, in light of the business areas, the siz e of the TRATON SE, and the proportion of its 
international business activities, to take the following factors into account for its composition: 
– At least three members of the Supervisory Board should be persons who embody the criterion of internationality to a particula rly high degree. 
– At least two Supervisory Board positions on the shareholder side are reserved for persons with no potential conflicts of interest, and who are independent 
within the meaning of the GCGC. 
– Any person that sits on a governing body or is involved in an advisory capacity at one of the company’s major competitors should not be a member of 
the Supervisory Board. 
– In addition, proposals for election should not, as a rule, include any persons who have reached the age of 75 at the time of the election or who have been 
a member of the company’s Supervisory Board for more than 15 years. 
Furthermore, the Supervisory Board of TRATON SE should collectively possess the following skills and expertise: 
– Knowledge and experience of the company itself 
– Leadership or oversight experience in other medium-sized or large companies 
– Experience in industries that are of importance to the TRATON GROUP, such as the engineering, automotive, and information technology sectors 
– Knowledge of capital markets 
– Human resources expertise (particularly the search for and selection of members of the Executive Board, and the succession pr ocess) and knowledge 
of incentive and remuneration systems for the Executive Board 
– Expertise in the areas of financial reporting/auditing 
– Expertise in the areas of law and compliance 
– Expertise in the sustainability issues important for the company 
The targets defined by the Supervisory Board for its composition and the skills and expertise profile of the Supervisory Board also describe the concept with 
which the Supervisory Board strives to achieve a diverse composition. The diversity concept aims to encourage a good understanding of the organizational 
and business affairs of TRATON SE through diversity. This is intended to enable the members of the Supervisory Board to const ructively question the deci-
sions of the Executive Board and to be open to in novative ideas. All aims as well as the competence profile have been fulfilled or taken into consideration, 
respectively. These requirements governing the composition of the Supervisory Board ensure that the body as a whole has relev ant experience in the sec-
tors, products, geographic locations, and relevant markets in which the TRATON GROUP operates.  
The diversity concept for the Supervisory Board comprises the following elements: 
– The defined goals for the composition of the Supervisory Board 
– The skills and expertise profile for the Supervisory Board  
– The gender quota of 30% for the composition of TRATON SE’s Supervisory Board that is already imposed by law and must therefore be complied with in 
accordance with section 17 (2) of the SEAG

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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 em-
ployee representatives and trade unions, who have the right to make proposals in employee elections, take into account the diversity concept, the compo-
sition targets, and the skills and expertise profile. The same applies to persons who have the right to make proposals in the context of any necessary court-
ordered replacement appointments. 
With regard to the composition of the Supervisory Board, the independence of the Supervisory Board members is also observed. In the opinion of the 
shareholder representatives on the Supervisory Board, regarding the appropriate number of independent shareholder representatives within the meaning 
of recommendation C.6 of the GCGC, the Supervisory Board should have at least two shareholder representatives who are indepen dent overall, i.e., inde-
pendent both of the company and of the Executive Board in accordanc e 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 repre-
sentatives may be consider ed 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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The current implementation status of the skills and expertise profile is shown in the following qualification matrix:  
Members of the  
Supervisory Board 
 
Skills and expertise profile 
requirements 
 
Pötsch 
 
Kerner 
 
Andersson 
 
Dr. Antlitz 
 
Bechstädt 
 
Carlquist 
 
Cavallo 
 
Dr. Döss 
 
Fuhrig 
 
Dr. Kirchmann 
 
Dr. Kuhn-Piëch 
 
Luthin 
 
Lyngsie 
 
Macpherson 
 
Dr. Dr. Porsche 
 
Dr. Schmid 
 
Schnur 
 
Wansch 
 
Widén 
 
Witter 
Knowledge and experience of the 
company itself 
 
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  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  X  X   
Knowledge of capital markets  X  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      X 
Expertise in the areas of financial 
reporting/auditing 
 
X      X  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      X 
Expertise in the sustainability issues 
important for the company 
 
X  X  X  X  X    X  X    X  X    X        X      X 
 
The assignment of competencies in the qualification matrix is based on a self -assessment of the respective Supervisory Board member. In line with the 
requirements of the AktG and the recommendation of the Code, Mr. Witter (Chairman of the Audit Committee) and Mr. Bechstädt (Deputy Chairman of the 
Audit Committee) in particular have expertise in the areas of financial reporting (including internal control and risk manage ment systems) and auditing. 
Mr. Witter has extensive experience in the areas of financial reporting and auditing of the financial statements, including sustainability reporting and audits, 
in particular by virtue of his many years of experience as chief financial officer of various Volkswagen Group companies and from his time as Chief Financial 
Officer of Volkswagen AG (2015 to 2021). Mr. Bechstädt has extensive experience in the areas of financial reporting and auditing of the financial statements 
due to his many years of work in the Group Finance department of Volkswagen AG, and as a member of the Examination Committee for Accountants of the 
Hannover Chamber of Commerce and Industry. This also includes experience in sustainability reporting/auditing. Christina Widén has extensive experience 
in financial reporting and auditing thanks to her academic background and many years of professional experience as a business controller and in account-
ing. Of the members of the Audit Committee, Ms. Schnur also has experience in the fields of financial reporting and auditing of the financial statements,

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including sustainability reporting and their audit, by virtue of her membership of the Audit Committee. The experience and sk ills of the Supervisory Board 
members on key aspects of corporate policy, as well as individual expertise on sustainability aspects  relevant to the TRATON GROUP, result in particular 
from their (full-time) activities, and from management and supervisory board mandates of other companies as well as training provided by the company. 
The members of the Supervisory Board are individually responsible for completing the training and professional development me asures necessary to per-
form their duties and are supported in this by TRATON SE, for example through regular training courses. To e nsure comprehensive knowledge of current 
developments in the field of ESG reporting, the Supervisory Board attended ESG training courses in 2023, 2024, and 2025, whic h dealt in particular with 
regulatory requirements in the area of sustainability. In these training courses, the members of the Supervisory Board had the opportunity to engage in in-
depth discussions with internal and external experts on the topics covered. In addition, TRATON SE hosted a training session on cybersecurity and related 
regulatory issues. When new members of the Supervisory Board take up their mandate, they receive regular information on key legal framew orks and 
corporate governance issues that are relevant to the performance of their duties as part of the onboarding process.  
All aims as well as the competence profile have been fulfilled or taken into consideration, respectively. The resumes of the members of the Supervisory 
Board, updated each year, can be viewed at https://traton.com/en/company/Supervisory-Board.html. 
Remuneration of the Executive Board and Supervisory Board 
The current remuneration system in accordance with section 87a (1) and (2) sentence 1 of the AktG, the last resolution on rem uneration in accordance with 
section 113 (3) of the AktG, the remuneration report for the past fiscal year, and the audit opinion i n 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 decent ralized 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 ac tivities. This includes de-
fining GRC principles and consistent minimum standards for the entire Group, as well as giving the brands  the flexibility they need to implement specific 
GRC measures that are appropriate for their particular organization and environment. On the one hand, the processes for whist leblowing and internal in-
vestigations are strictly standardized, with a central Investigation Office in place at TRATON SE. By contrast, GRC communication is primarily embedded at 
brand level. The Corporate GRC Office also coordinates IT support systems and takes action to monitor and continuously improve the Group’s GRC activities 
in terms of effectiveness and efficiency.  
The Head of GRC/Chief Compliance Officer reports regularly, at least every quarter, to the Executive Board of the TRATON GROUP on the Group’s risk expo-
sure as well as on the current situation and on the GRC function’s main activities. The Risk & Control Board (RCB), previously called Governance & Risk Board

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

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 Further 
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Transparency and communication 
The https://ir.traton.com/en/ page provides shareholders with access to the company’s Articles of Association, consolidated financial statements for the 
TRATON GROUP, the financial calendar with all the relevant dates, and information about upcoming events.  
TRATON SE’s ad hoc releases can also be accessed on TRATON SE’s website at https://ir.traton.com/en/financial-news/ immediately after they have been 
published in compliance with the law. 
Notifications of voting rights pursuant to section 33ff. of the Wertpapierhandelsgesetz (WpHG — German Securities Trading Act) can be found on the same 
page, and disclosures of managers’ transactions in accordance with Article 19 of the European Market Abuse Directive at https://ir.traton.com/en/corporate-
governance. Information on the Executive Board and Supervisory Board of TRATON SE is available on the company’s website at https://traton.com/en/com-
pany. 
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 Internation al Financial 
Reporting Standards (IFRSs), while the single-entity financial statements of TRATON SE are prepared in accordance with German GAAP. The Executive Board 
discusses the half-year financial report with the Audit Committee prior to its publication.  
The publication deadlines set out in recommendation F.2 of the Code are complied with. 
Other corporate governance practices 
TRATON has a Code of Conduct, which is the mandatory guideline on acting with integrity at TRATON and applies equally to all employees — from the 
Executive Board and managers down to each individual employee. The Code of Conduct focuses on integrity and the responsibility that each individual has 
— responsibility as a member of society, as a business partner, and in the workplace. With the aid of practical examples, it also explains how each individual 
can live up to this responsibility and behave with integrity, especially in conflict situations.  
Furthermore, TRATON also expects its suppliers and business partners as well as their employees to act responsibly, comply with applicable laws everywhere 
and at all times, and respect core ethical values. TRATON has therefore issued its own Code of Conduc t for Suppliers and Business Partners, which details 
minimum ethical standards to be met by TRATON’s suppliers and business partners. 
The Code of Conduct as well as the Code of Conduct for Suppliers and Business Partners are available at https://traton.com/en/governance-risk-compli-
ance/compliance-integrity-program.html.

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Sustainability is an integral component of TRATON’s strategy and is a firmly established concept within the TRATON GROUP brands. For our Group and our 
brands, sustainability means understanding and proactively addressing global challenges and recognizing the opportunities and risks o f sustainable de-
velopment. TRATON takes the expectations of our customers, of politicians, and of society on board and provides specific answers to the various challenges 
posed by sustainable mobility. Wherever we operate in the world, our goal is to uphold high standards and work with companies that are leaders in sustain-
ability.  
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 i n Germany below the 
Executive Board for the period from January 1, 2024, to December 31, 2028: 
– 30% for females in the first management level of TRATON SE in Germany below the Executive Board 
– 30% for females in the second management level of TRATON SE in Germany below the Executive Board  
As of December 31, 2025, this target for the proportion of women at the first management level below the Executive Board had been exceeded at 39%. At 
28%, the target for the percentage of women in the second management level below the Executive Board set f or December 31, 2028, had not yet been 
reached. The initiatives to promote diversity in management remain a high priority. We are therefore confident that we will be able to  achieve the targets 
set for the proportion of women at both management levels below the Executive Board by December 31, 2028.  
For the corresponding disclosures by TRATON SE subsidiaries, which are required by law to set target percentages, refer to the MAN Truck & Bus SE website 
(https://www.man.eu/corporate/en/about-man/management/management.html).

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2. Members of the Executive Board and their appointments 
Christian Levin 
Lidingö, Sweden, born in 1967 
Chairman of the Executive Board and Chief Executive Officer of TRATON SE 
President and Chief Executive Officer Scania AB/Scania CV AB 
2  MAN Truck & Bus SE (Chairman) 
3  Vattenfall AB, Sweden 
4  Navistar International Corporation, USA 
  Scania Growth Capital AB, Sweden 
  Scania Growth Capital II AB, Sweden 
  TRATON AB, Sweden (Chairman) 
  TRATON Financial Services AB, Sweden (Chairman)  
  Volkswagen Truck & Bus Indústria e Comércio de Veículos Ltda., Brazil (Chairman) 
________________________________________________ 
Mathias Carlbaum 
Hinsdale, USA, born in 1972 
Member of the Executive Board of TRATON SE 
Chief Executive Officer and President of Navistar International Corporations/International Motors, LLC 
4  TRATON Financial Services AB, Sweden  
________________________________________________ 
Antonio Roberto Cortes 
São Paulo-Indianópolis, Brazil, born in 1955 
Member of the Executive Board of TRATON SE 
Chief Executive Officer of Volkswagen Truck & Bus 
4  TRATON Financial Services AB, Sweden 
________________________________________________

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Dr. Michael Jackstein 
Braunschweig, born in 1977 
Member of the Executive Board of TRATON SE, responsible for Finance, Business Development, and Human Resources 
2  MAN Truck & Bus SE 
4  Navistar International Corporation, USA 
  Scania AB, Sweden (Chairman)  
  Scania CV AB, Sweden (Chairman)  
  TRATON AB, Sweden  
  TRATON Financial Services AB, Sweden  
  TRATON Sweden AB, Sweden (Chairman)  
  TRATON US, LLC, USA  
  Volkswagen Middle East QFZ LLC, Qatar 
  Volkswagen Truck & Bus Indústria e Comércio de Veículos Ltda., Brazil 
________________________________________________ 
Niklas Klingenberg  
Bromma, Sweden, born in 1975 
Member of the Executive Board of TRATON SE, responsible for Group Research & Development 
Managing Director and Head of Group R&D of TRATON AB 
3  Cummins Scania XPI Manufacturing Södertälje AB, Sweden 
________________________________________________

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Information 
 
 
Catharina Modahl Nilsson  
Stockholm, Sweden, born in 1963 
Member of the Executive Board of TRATON SE, responsible for Group Product Management 
3  Chalmers Tekniska Högskola Aktiebolag (Chalmers University of Technology AB), Sweden 
  Knightec Group AB, Sweden 
  Modahlen Group AB, Sweden 
  EXRX Group AS, Norway (since June 17, 2025) 
4  TRATON AB, Sweden 
________________________________________________ 
Alexander Vlaskamp 
Munich, born in 1971 
Member of the Executive Board of TRATON SE 
Chief Executive Officer of MAN Truck & Bus SE 
2  MAN Truck & Bus Deutschland GmbH (Chairman) 
3  Rheinmetall MAN Military Vehicles GmbH  
4  TRATON Financial Services AB, Sweden 
________________________________________________ 
As of December 31, 2025, unless otherwise stated 
1 Membership of statutory German supervisory boards  
2 Membership of statutory German supervisory boards, Volkswagen AG Group appointments 
3 Membership of comparable German or foreign governing bodies 
4 Membership of comparable German or foreign governing bodies, Volkswagen AG Group appointments

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3. Members of the Supervisory Board and their appointments 
Hans Dieter Pötsch 
Wolfsburg, born in 1951 
Chairman of the Executive Board of Porsche Automobil Holding SE  
Chairman of the Supervisory Board of Volkswagen AG  
Chairman of the Supervisory Board 
1  Bertelsmann Management SE  
  Bertelsmann SE & Co. KGaA  
  Wolfsburg AG  
2  AUDI AG  
2, 5 Dr. Ing. h.c. F. Porsche AG  
  Volkswagen AG (Chairman)  
4  Autostadt GmbH  
  Porsche Austria Gesellschaft m.b.H., Austria (Chairman)  
  Porsche Holding Gesellschaft m.b.H., Austria (Chairman)  
  Porsche Retail GmbH, Austria (Chairman)  
  VfL Wolfsburg-Fußball GmbH (Deputy Chairman)  
________________________________________________ 
Jürgen Kerner* 
Munich, born in 1969 
Second Chair of IG Metall  
1, 5  Siemens AG  
  Siemens Energy AG  
  Thyssenkrupp AG (Deputy Chairman)  
2  MAN Truck & Bus SE (Deputy Chairman)  
________________________________________________

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Ödgärd Andersson 
Gothenburg, Sweden, born in 1972 
Chairwoman of the Executive Board of Zenseact AB, Sweden 
3  Stiftelsen Chalmers Tekniska Högskola, Sweden (since May 6, 2025) 
________________________________________________ 
Dr. Arno Antlitz (since September 26, 2025) 
Braunschweig, born in 1970 
Member of the Board of Management of Volkswagen AG (Finance and Operations) 
2, 5 Dr. Ing. h.c. F. Porsche AG  
2  PowerCo SE 
  Volkswagen Financial Services AG (Chairman) 
4  Porsche Austria Gesellschaft m.b.H., Austria (Deputy Chair) 
  Porsche Holding Gesellschaft m.b.H., Austria (Deputy Chairman) 
  Porsche Retail GmbH, Austria (Deputy Chairman) 
  Volkswagen (China) Investment Co., Ltd., China 
  Volkswagen Group of America, Inc. (USA) (until December 9, 2025) 
________________________________________________ 
Torsten Bechstädt* 
Helmstedt, born in 1973 
Head of Supervisory Board matters of the Chair of the Group Works Council of Volkswagen AG  
2  Volkswagen Financial Services Overseas AG  
________________________________________________

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Mari Carlquist* 
Södertälje, Sweden, born in 1969 
Representative of PTK (Privattjänstemannakartellen, Confederation of Labor Unions in Sweden) at Scania  
4  Scania AB, Sweden  
  Scania CV AB, Sweden  
  TRATON Financial Services AB, Sweden  
________________________________________________ 
Daniela Cavallo* 
Wolfsburg, born in 1975 
Chairwoman of the General and Group Works Councils of Volkswagen AG  
1  Wolfsburg AG 
2, 5 Volkswagen AG  
2  PowerCo SE (Deputy Chairwoman)  
3  Brose Sitech Sp. z o.o., Poland 
4  Autostadt GmbH  
  Porsche Holding Gesellschaft m.b.H., Austria  
  SEAT, S.A., Spain  
  Skoda Auto a.s., Czech Republic  
  VfL Wolfsburg-Fußball GmbH 
  Volkswagen Group Services GmbH  
________________________________________________ 
Dr. Manfred Döss 
Wolfsburg, born in 1958 
Member of the Executive Board of Porsche Automobil Holding SE (Legal Affairs and Compliance) 
Member of the Board of Management of Volkswagen AG (Integrity and Legal Affairs) 
2  AUDI AG (Chairman)  
  PowerCo SE (since August 7, 2025) 
3  Grizzlys Wolfsburg GmbH  
________________________________________________

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Dirk Fuhrig (since January 1, 2026) 
Arnsberg, born in 1970 
Chair of the Central Works Council of MAN Truck & Bus Deutschland GmbH 
2  MAN Truck & Bus SE 
  MAN Truck & Bus Deutschland GmbH (Deputy Chairman) 
________________________________________________ 
Gunnar Kilian (until July 16, 2025) 
Lehre, born in 1975 
Member of the Board of Management of Volkswagen AG (HR and Trucks) 
1  Wolfsburg AG (Deputy Chairman) 
2  AUDI AG  
  Everllence SE (formerly: MAN Energy Solutions SE) (Chairman)  
  MAN Truck & Bus SE  
  PowerCo SE  
  Volkswagen Group Services GmbH  
3  FAW-Volkswagen Automotive Co., Ltd., China 
4  Autostadt GmbH (Chairman)  
  Scania AB, Sweden  
  Scania CV AB, Sweden  
  VfL Wolfsburg-Fußball GmbH  
  Volkswagen (China) Investment Co., Ltd., China (since February 1, 2025) 
  Volkswagen Immobilien GmbH (Chairman)  
________________________________________________

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Dr. Albert X. Kirchmann 
Lindau, Bodolz, born in 1956 
Independent industrial consultant 
1  Stremler AG  
2  MAN Truck & Bus SE  
3, 5 Sumida Corporation, Japan  
________________________________________________ 
Dr. Julia Kuhn-Piëch 
Salzburg, Austria, born in 1981 
Real estate manager  
2  AUDI AG  
  MAN Truck & Bus SE  
4  Scania AB, Sweden  
  Scania CV AB, Sweden  
________________________________________________ 
Lisa Lorentzon* (until June 30, 2025) 
Huddinge, Sweden, born in 1982 
Chair of the Labor Unions for Graduate Employees at Scania  
4  Scania AB, Sweden  
  Scania CV AB, Sweden  
  TRATON Financial Services AB, Sweden  
________________________________________________ 
Bo Luthin* 
Södertälje, Sweden, born in 1967 
Head of Occupational Health and Safety at Scania Södertälje and Coordinator for IF Metall (labor union in Sweden) 
________________________________________________

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Michael Lyngsie* 
Gnesta, Sweden, born in 1977 
Chair of IF Metall (labor union in Sweden) at Scania 
4  Scania AB, Sweden  
  Scania CV AB, Sweden  
________________________________________________ 
Nina Macpherson 
Stocksund, Sweden, born in 1958 
Member of the Board of Directors of Scania AB and Scania CV AB 
3  M&K Industrials AB, Sweden (Deputy Member)  
3, 5 Netel Holding AB, Sweden  
  Scandinavian Enviro Systems AB, Schweden (until June 10, 2025) 
4  Scania AB, Sweden  
  Scania CV AB, Sweden  
________________________________________________ 
Dr. Dr. Christian Porsche 
Salzburg, Austria, born in 1974 
Specialist in Neurology  
2  MAN Truck & Bus SE  
4  Scania AB, Sweden  
  Scania CV AB, Sweden  
________________________________________________

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130  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
 
Dr. Wolf-Michael Schmid 
Helmstedt, born in 1947 
Businessman (Managing Director of the Schmid Group)  
1  BRW Finanz AG (Chairman) 
________________________________________________ 
Karina Schnur* 
Reichertshofen, born in 1977 
Chairwoman of the SE Works Council and Chairwoman of the Group Works Council of TRATON SE 
Chairwoman of the SE Works Council and the General and Group Works Council of MAN Truck & Bus SE 
Chairwoman of the Works Council of MAN Truck & Bus SE, Munich 
Chairwoman of the General Works Council of TRATON R&D Germany GmbH 
2  MAN Truck & Bus SE  
2, 5 Volkswagen AG  
3  Rheinmetall MAN Military Vehicles GmbH  
________________________________________________ 
Josef Sedlmaier* (until December 31, 2025) 
Weichs, born in 1964 
Chairman of the Works Council of TRATON SE 
________________________________________________ 
Markus Wansch* 
Schwabach, born in 1971 
Deputy Chairman of the Group Works Council of TRATON SE and Chairman of the Works Council of MAN Truck & Bus SE, Nuremberg plant 
2   MAN Truck & Bus SE  
________________________________________________

===== SIDA 131 =====

131  TRATON GROUP 2025 Annual Report 
To Our 
Shareholders 
 Combined  
Management Report 
 Consolidated  
Financial Statements 
 Responsibility Statement 
and Independent  
Auditor’s Reports 
 Sustainability 
Report 
 Further 
Information 
 
 
Christina Widén (since July 1, 2025) 
Södertälje, Sweden, born in 1965 
Chair of the Labor Unions for Graduate Employees at Scania and TRATON 
Chairwoman of the Board of Directors of Scania Resultatsbonusstiftelse & TRATON Resultatsbonusstiftelse 
3  Scania Pensionsstiftelse 
________________________________________________ 
Frank Witter 
Braunschweig, born in 1959 
Former member of the Board of Management of Volkswagen AG 
Member of the Supervisory Board  
1, 5  Deutsche Bank AG  
3, 5 CGI Inc., Kanada (until January 28, 2026) 
________________________________________________ 
* Elected by the workforce 
As of December 31, 2025, unless stated otherwise, or date of joining or departure  
1 Membership of statutory German supervisory boards  
2 Membership of statutory German supervisory boards, Volkswagen AG Group appointments 
3 Membership of comparable German or foreign governing bodies 
4 Membership of comparable German or foreign governing bodies, Volkswagen AG Group appointments 
5 Listed company

===== SIDA 132 =====