FULLTEXT DEL 7 AV 7
Årsredovisning 2025
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Disclosure Requirement Reference
S1-7 Characteristics of non-employees in the undertaking’s own workforce Own workforce — Performance
TRATON uses the option to phase in parts of
this disclosure requirement in line with ESRS
1 Appendix C
S1-8 Collective bargaining coverage and social dialog Own workforce — Performance
S1-9 Diversity metrics Own workforce — Performance
S1-101 Adequate wages Own workforce — Performance
S1-11 Social protection TRATON uses the option to phase in this
disclosure requirement in line with ESRS 1
Appendix C
S1-12 Persons with disabilities TRATON uses the option to phase in this
disclosure requirement in line with ESRS 1
Appendix C
S1-13 Training and skills development metrics TRATON uses the option to phase in this
disclosure requirement in line with ESRS 1
Appendix C
S1-14 Health and safety metrics Own workforce — Performance
S1-15 Work-life balance metrics TRATON uses the option to phase in this
disclosure requirement in line with ESRS 1
Appendix C
S1-161 Remuneration metrics (pay gap and total remuneration) Own workforce — Performance
S1-17 Incidents, complaints, and severe human rights impacts Own workforce — Performance
S2 ESRS 2 SBM-2 Interests and views of stakeholders Workers in the value chain — Approaches
and policies
S2 ESRS 2
SBM-3
Material impacts, risks and opportunities and their interaction with strategy and business model Material impacts, risks and opportunities and
their interaction with strategy and business
model
S2-1 Policies related to value chain workers Workers in the value chain — Approaches
and policies
S2-2 Processes for engaging with value chain workers about impacts Workers in the value chain — Approaches
and policies
S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns Workers in the value chain — Approaches
and policies
Workers in the value chain — Actions
S2-4 Taking action on material impacts on value chain workers, and approaches to managing material risks and
pursuing material opportunities related to value chain workers, and effectiveness of those actions
Workers in the value chain — Actions
S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks
and opportunities
Workers in the value chain — Actions
S3 ESRS 2 SBM-2 Interests and views of stakeholders Road safety — Approaches and policies
Affected communities — Approaches and
policies
===== SIDA 380 =====
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Disclosure Requirement Reference
S3 ESRS
SBM-3
Material impacts, risks and opportunities and their interaction with strategy and business model Double materiality assessment
S3-1 Policies related to affected communities Affected communities — Approaches and
policies
S3-2 Processes for engaging with affected communities about impacts Road safety — Approaches and policies
Affected communities — Approaches and
policies
S3-3 Processes to remediate negative impacts and channels for affected communities to raise concerns Road safety — Approaches and policies
Affected communities — Approaches and
policies
TRATON’s grievance mechanism
S3-41 Taking action on material impacts on affected communities, and approaches to managing material risks and
pursuing material opportunities related to affected communities, and effectiveness of those actions
Road safety — Actions
Affected communities — Actions
S3-51 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks
and opportunities
Affected communities — Performance
G1 ESRS 2 GOV-1 The role of the administrative, management and supervisory bodies Sustainability governance
Corporate Governance Statement
G1 ESRS 2 IRO-1 Description of the processes to identify and assess material impacts,
Risks and opportunities
Double materiality assessment
G1-1 Business conduct policies and corporate culture Corporate culture
G1-2 Management of relationships with suppliers Not material
G1-3 Prevention and detection of corruption and bribery Prevention and detection of corruption and
bribery
G1-4 Incidents of corruption or bribery Prevention and detection of corruption and
bribery — Performance
G1-5 Political influence and lobbying activities Political engagement
1 Disclosure requirement incomplete
===== SIDA 381 =====
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Disclosure requirements that derive from other EU legislation
The table below provides an overview of ESRS data points that derive from other EU legislation.
ESRS data point Information Regulation Section
GOV-1 21 (d) Board’s gender diversity ratio SFDR Composition, diversity and expertise of governance bodies
GOV-1 21 (e) Percentage of independent Board members SFDR Composition, diversity and expertise of governance bodies
GOV-4 30 Statement on due diligence SFDR Statement on due diligence
SBM-1 40 (d) i Activity in fossil fuel sector SFDR Not material to TRATON
SBM-1 40 (d) ii - 40 (d) iv Activity in chemical, controversial weapons and/or tobacco
industry
SFDR Not material to TRATON
E1-1 14 Transition plan for climate change mitigation EU Climate Law Decarbonization — Actions
E1-1 16 (g) Exclusion from EU Paris-aligned Benchmarks Pillar 3, Benchmark
regulation
Decarbonization — Actions
E1-4 34 (a) - 34 (b) Emission reduction targets SFDR, Pillar 3, Benchmark
regulation
Decarbonization — Actions
E1-5 37 (a) (c) Energy consumption from fossil and renewable sources SFDR Decarbonization — Performance
E1-5 37 (b) Energy consumption from nuclear sources SFDR Decarbonization — Performance
E1-5 38 (a) (b) Fuel consumption from coal and coal products and from crude oil
and petroleum products
SFDR Decarbonization — Performance
E1-5 38 (c) (d) Fuel consumption from natural gas and other fuel sources SFDR Decarbonization — Performance
E1-5 38 (e) Consumption of purchased or acquired electricity, heat, steam or
cooling from fossil sources
SFDR Decarbonization — Performance
E1-5 40-43 Energy consumption and intensity from activities in high-climate-
impact sectors
SFDR Decarbonization — Performance
E1-6 48-52 Scope 1, scope 2 and scope 3 emissions SFDR, Pillar 3, Benchmark
regulation
Decarbonization — Performance
E1-6 53, 55 GHG emissions intensity SFDR, Pillar 3, Benchmark
regulation
TRATON does not use internal carbon pricing
E1-7 56 GHG removals and carbon credits EU Climate Law TRATON does not use GHG removals and GHG mitigation projects
E1-9 66 Assets at material financial risk Pillar 3 TRATON uses the option to phase in this disclosure requirement
in line with ESRS 1 Appendix C
E1-9 67 (c) Carrying amount of real estate assets by energy efficiency classes Pillar 3 TRATON uses the option to phase in this disclosure requirement
in line with ESRS 1 Appendix C
E1-9 69 Financial opportunities (cost savings, market size and changes to
net revenue) from climate change actions
Benchmark regulation TRATON uses the option to phase in this disclosure requirement
in line with ESRS 1 Appendix C
E2-4 28 (a) Emissions to air, water and soil SFDR Pollution — Performance
E4.SBM-3 16 (a) (b) (c) Activities in biodiversity-sensitive areas, impacts related to land
degradation, desertification and soil sealing, and operations
affecting threatened species
SFDR Biodiversity — Actions
E4-2 24 (b) (c) (d) Policies on sustainable land or agriculture practices, sustainable
oceans and sea practices, land deforestation practices
SFDR Biodiversity — Approaches and policies
===== SIDA 382 =====
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ESRS data point Information Regulation Section
E5-5 11 13 14 Non-recycled waste SFDR Circularity — Performance
E5-5 28 (c) (e) Hazardous waste SFDR Circularity — Performance
E5-5 29 Radioactive waste SFDR Circularity — Performance
S1.SBM-3 11 (b) Geographies or commodities with risk of forced labor SFDR Own workforce
S1.SBM-3 11 (b) Geographies or commodities with risk of child labor SFDR Own workforce
S1-1 20 (a) General approach to human rights SFDR Own workforce — Frameworks for human rights
S1-1 20 (b) General approach to engagement with own workforce SFDR Own workforce — Approaches and policies
S1-1 S1-3 20 (c) 32 (c) Approach and availability of grievance and remedy in regard to
own workforce
SFDR TRATON’s grievance mechanism — Actions
S1-1 21 Policies are aligned with internationally recognized instruments SFDR Sustainability governance — Overarching management policies
for sustainability
S1-1 22 Policies addressing human trafficking forced labor and child
labor
SFDR Own workforce — Frameworks for human rights
S1-1 23 Policies on accident prevention SFDR Own workforce — Approaches and policies
S1-16 97 (a) - 97 (b) Gender pay gap annual total remuneration SFDR, Benchmark
regulation
Own workforce — Performance
S1-17 103 (a) Incidents of discrimination SFDR Own workforce — Performance
S1-17 104 (a) Severe human rights issues and incidents SFDR, Benchmark
regulation
Own workforce — Performance
S2.SBM-3 11 (b) Geographies or commodities with risk of forced labor SFDR Own workforce
S2.SBM-3 11 (b) Geographies or commodities with risk of child labor SFDR Own workforce
S2-1 17 (a), 19 Human rights policy commitments and approach related to value
chain workers aligned with internationally recognized standards
SFDR Sustainability governance — Overarching management policies
for sustainability
S2-1 17 (b) General approach to engagement with value chain workers SFDR Workers in the value chain — Approaches and policies
S2-1 17 (c) Approach to remedy for human rights impacts SFDR Workers in the value chain — Actions
S2-1 18, 19 Policies explicitly addressing forced labor and child labor aligned
with internationally recognized standards
SFDR Sustainability governance — Overarching management policies
for sustainability
S2-1 18 Undertaking has a supplier code of conduct SFDR Overarching policies
S2-4 19, 36 Severe human rights issues and incidents connected to value
chain workers
SFDR, Benchmark
regulation
Own workforce — Performance
S3-1 16, 17 Human rights policy commitment to affected communities
whether policies are aligned with internationally recognized
instruments and general approach to human rights of
communities
SFDR, Benchmark
regulation
Sustainability governance — Overarching management policies
for sustainability
S3-1 16 (b) Approach to engagement with affected communities SFDR Affected communities — Approaches and policies
S3-1 16 (c) Approach to remedy in regard to human rights impacts for
affected communities
SFDR TRATON’s grievance mechanism — Approaches and policies
S3-4 36 Severe human rights issues and incidents connected to affected
communities
SFDR Affected communities — Performance
===== SIDA 383 =====
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ESRS data point Information Regulation Section
S4-1, S4-4 16 (a) (b) (c) 17 35 All disclosures SFDR, Benchmark
regulation
Not material
G1-1 10 (b) (d) Statement if no policies exist in regard to anti-corruption and
bribery and to protection of whistleblowers
SFDR TRATON has policies in place
G1-4 24 (a) Number of convictions and amount of fines for violations of anti-
corruption and bribery laws
SFDR Prevention and detection of corruption and bribery —
Performance
Statement on due diligence
Core elements of due diligence Reference to sections in the Sustainability Report
a) Embedding due diligence in governance, strategy and business
model
Sustainability management process
Material impacts, risks and opportunities and their interaction with
strategy and business model
b) Engaging with affected stakeholders in all key steps of the due
diligence
Description of the process to identify and assess material impacts,
risks and opportunities
Sustainability management process
Stakeholder engagement
Environment, specifically disclosures on policies
Social, specifically disclosures on policies
Governance, specifically disclosures on policies
c) Identifying and assessing adverse impacts Description of the process to identify and assess material impacts,
risks and opportunities
Material impacts, risks and opportunities and their interaction with
strategy and business model
d) Taking actions to address those adverse impacts Environmental, specifically disclosures on actions and targets
Social, specifically disclosures on actions and targets
Governance, specifically disclosures on actions and targets
e) Tracking the effectiveness of these efforts and communicating Environmental, specifically disclosures on targets and metrics
Social, specifically disclosures on targets and metrics
===== SIDA 384 =====
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Further disclosures on biodiversity
Disclosure of significant sites and biodiversity-sensitive areas
Brand Country Location/city Site name Location/Site code
Scania Brazil Sao Paulo Área De Proteção Ambiental Haras São Bernardo 555682085
Scania China Qingdao Qingdao-Rizhao coastal wetland and islands 15607
Scania France Angers Basses vallées angevines, aval de la rivière
Mayenne et prairies de la Baumette
FR5200630
Scania France Angers Basses vallées angevines et prairies de la Baumette FR5210115
Scania Netherlands Meppel Weerribben-Wieden 331642
Scania Netherlands Meppel NNN-OV
Scania Netherlands Meppel NNN-OV
Scania Netherlands Meppel Reestdal 45717
Scania Netherlands Zwolle Uiterwaarden Zwarte Water en Vecht NL9902003
Scania Netherlands Zwolle Rijntakken NL2014038
Scania Netherlands Zwolle NNN-OV
Scania Netherlands Zwolle NNN-GE
Scania Poland Gdansk Twierdza Wisłoujście PLH220030
Scania Poland Gdansk Zatoka Pucka PLB220005
Scania Poland Slupsk Dolina Słupi PLH220052
Scania Sweden Lulea Gammelstadsviken SE0820042
Scania Sweden Lulea Ormberget-Hertsölandet 2021406
Scania Sweden Lulea Kallaxheden 103295
Scania Sweden Södertälje SK 616-2005 555724465
Scania Sweden Södertälje Biotopskydd 2006780
Scania Sweden Södertälje Kvedesta SE0110324
Scania Sweden Södertälje Lina SE0110164
MAN Truck & Bus Germany Munich Nymphenburger Park mit Allee und Kapuzinerhölzl DE7834301
MAN Truck & Bus Germany Munich Gebiet des Kapuzinerhölzls einschließlich eines
Teiles des Gebietes um Hartmannshofen
395564
MAN Truck & Bus Germany Munich Münchner Norden im Bereich der Gemeinden
Garching bei München, Ober- und
Unterschleißheim
395944
MAN Truck & Bus Germany Munich Gebiet um den Langwieder Autobahnsee unter
Einschluß des anschließenden Gebietes links der
Autobahn München-Stuttgart
395558
MAN Truck & Bus Germany Munich Schwarzhölzl 165514
MAN Truck & Bus Germany Munich Angerlohe 395573
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Brand Country Location/city Site name Location/Site code
MAN Truck & Bus Germany Munich Lochholz 395562
MAN Truck & Bus Germany Munich Gräben und Niedermoorreste im Dachauer Moos DE7734301
MAN Truck & Bus Germany Munich Amperauen mit Hebertshauser Moos und Inhauser
Moos
395850
MAN Truck & Bus Germany Munich Schwarzhölzl mit dem nach Süden und Osten
anschließenden Gebiet, dem Würmkanal und dem
Gebiet um den Baggersee in Feldmoching
395569
MAN Truck & Bus Germany Munich Würmniederung mit Erweiterungen bis zur
Stadtgrenze
395574
MAN Truck & Bus Germany Munich Allacher Forst und Angerlohe DE7734302
MAN Truck & Bus Germany Nuremberg Langwasser 396076
MAN Truck & Bus Germany Nuremberg LSG Stein 395993
MAN Truck & Bus Germany Nuremberg Rednitztal – Nord 396078
MAN Truck & Bus Germany Nuremberg Sandgruben am Föhrenbuck 165316
MAN Truck & Bus Germany Nuremberg Wöhrder See 396074
MAN Truck & Bus Germany Nuremberg Königshof 396069
MAN Truck & Bus Germany Nuremberg Rednitztal in Nürnberg DE6632371
MAN Truck & Bus Germany Nuremberg Nürnberger Reichswald DE6533471
MAN Truck & Bus Germany Salzgitter Oderwald (Nord) 323448
MAN Truck & Bus Germany Salzgitter Beddinger Holz und Langes Holz 319846
MAN Truck & Bus Germany Salzgitter Heerter See und Waldgebiet Heerter Strauchholz 164109
MAN Truck & Bus Poland Krakow Puszcza Niepołomicka PLB120002
MAN Truck & Bus Poland Starachowice Sieradowicki
MAN Truck & Bus Poland Starachowice Sieradowicki Park Krajobrazowy 106893
MAN Truck & Bus Poland Starachowice Doliny Kamiennej 114946
MAN Truck & Bus Poland Starachowice Uroczyska Lasów Starachowickich PLH260038
MAN Truck & Bus Poland Starachowice Ostoja Sieradowicka PLH260031
MAN Truck & Bus Slovakia Banovce Dubnicka SKUEV0881
MAN Truck & Bus Slovakia Banovce Rokoš SKUEV0128
MAN Truck & Bus Slovakia Banovce Strážovské vrchy SKCHVU028
MAN Truck & Bus South Africa Olifantsfontein Rietvlei Nature Reserve –25.882883, 28.263150
MAN Truck & Bus South Africa Pinetown Lower Umgeni 100843
MAN Truck & Bus South Africa Pinetown Giba Gorge - Marianhill 555571048
MAN Truck & Bus South Africa Pinetown Krantzkloof Nature Reserve 26031
MAN Truck & Bus South Africa Pinetown New Germany Nature Reserve 555571042
MAN Truck & Bus South Africa Pinetown Marion Wood Nature Reserve 555571041
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Brand Country Location/city Site name Location/Site code
INTERNATIONAL USA Huntsville Dallas W. Fanning Nature Preserve 258 Old Jim Williams Rd SW, Huntsville, AL 35824
INTERNATIONAL USA Huntsville Wheeler National Wildlife Refuge 34.627877, –86.753455
INTERNATIONAL USA San Antonio Mitchell Lake 555607823
INTERNATIONAL USA San Antonio Cassin Lake 29.301112, –98.458457
INTERNATIONAL USA San Antonio Medina River 29.265685, –98.486560
INTERNATIONAL USA San Antonio San Antonio Missions National Historical Park 29.305421, –98.451557
INTERNATIONAL USA Springfield Wetlands Reserve Program (WRP), Champaign, OH 555612719
INTERNATIONAL USA Springfield Mad River 40.015899, –83.822472
INTERNATIONAL USA Springfield Cedar Bog Nature Preserve Cedar Bog Nature Preserve, 980 Woodburn Rd,
Urbana, OH 43078
INTERNATIONAL USA Tulsa Oxley Nature Center 6700 Mohawk Blvd, Tulsa, OK 74115
Volkswagen Truck & Bus Brazil Resende Refúgio De Vida Silvestre Estadual Do Médio
Paraíba
555682072
Volkswagen Truck & Bus Brazil Resende Refúgio De Vida Silvestre Estadual Da Lagoa Da
Turfeira
555682323
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Activities and land use of the sites close or near Key Biodiversity Areas
Site MAN T&B Krakow MAN T&B Munich
MAN T&B
Nuremberg
MAN T&B
Pinetown
MAN T&B
Salzgitter
MAN T&B
Starachowice
MAN T&B
Banovce
Country Poland Germany Germany South Africa Germany Germany Slovakia
Activity Production Production Production Production Production Production Production of
components
Area (ha) 116.1 94 35.5 5.4 71.5 29.9 7.5
Site
Scania Angers Scania Luleå Scania Meppel
Scania
Sao Paulo Scania Slupsk Scania Södertälje Scania Zwolle
Country France Sweden Netherlands Brazil Poland Sweden Netherlands
Activity Production Production of
components
Production of
components
Production Production Production Production
Area (ha) 37.7 15.8 11.1 43.2 14.2 421.3 37
Site
INTERNATIONAL
Huntsville
INTERNATIONAL
Springfield
INTERNATIONAL
Tulsa
INTERNATIONAL
San Antonio
Volkswagen T&B
Resende
Country USA USA USA USA Brazil
Activity Production of
components
Production Production Production Production of
components
Area (ha) 34.4 180.6 51 172 108.4
===== SIDA 388 =====
6
FURTHER
INFORMATION
Remuneration Report 389
Independent Auditor’s Report 424
Financial Calendar 426
Glossary 427
Five-Year Overview 429
Disclaimer 432
Publication Details 432
===== SIDA 389 =====
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FURTHER INFORMATION
Remuneration Report
Section 162 of the Aktiengesetz (AktG — German Stock Corporation Act) requires the Executive Board and Supervisory Board of TRATON SE to prepare a
clear, readily understandable report on the remuneration of members of the Executive Board and the Supervisory Board. In this report, we exp lain the
principles of the remuneration system for the Executive Board and Supervisory Board. The Remuneration Report also presents the individual remuneration
broken down by component for current and former members of the Executive Board and Supervisory Board of TRATON SE.
Remuneration of the members of the Executive Board
Business performance in the year under review
Fiscal year 2025 was marked by numerous trade and geopolitical challenges for the TRATON GROUP that intensified over the cour se of the year. These
circumstances led to challenging business performance overall. The TRATON GROUP therefore revised its forecast for fiscal year 2025 when it published its
half-year financial report. The TRATON GROUP’s most important truck markets worldwide recorded a noticeable decline in new registr ations overall,
whereas the TRATON GROUP’s most important bus markets grew signifi cantly compared with the previous year. Overall, the TRATON GROUP’s unit sales
declined by 9% in fiscal year 2025 compared with the previous year. This figure is within the adjusted forecast range. The TR ATON GROUP’s sales revenue
was also noticeably below the previous year’s level, which is attributable, among other things, to the distinct decline in unit sales and a change in the market
and product mix. The TRATON Financial Services segment significantly increased its sales revenue compared with the prev ious year. Overall, the year-on-
year decline in sales revenue at the TRATON GROUP and the TRATON Operations business area was therefore within the adjusted forecast range, at –7% and
–8%, respectively.
Principles of Executive Board remuneration
The remuneration of the members of the Executive Board is based on the revised remuneration system for the Executive Board (“ remuneration system”)
adopted by the Supervisory Board effective from January 1, 2024, which largely corresponds to the remuneration system already adopted on December 16,
2020, and effective from January 1, 2021, and most recently approved by the Annual General Meeting on June 9, 2022. The Annual General Meeting approved
the remuneration system on June 13, 2024, with 97.98% of the votes cast. The remuneration system implements the requirements of the AktG in the version
as amended by ARUG II and takes account of the recommendations of the German Corporate Governance Code (the Code) as amended on April 28, 2022
(entered into force on June 27, 2022). The Supervisory Board reviews the remuneration system at its reasonable discretion at regular intervals, but a t least
every four years.
The remuneration applies to all active members of the Executive Board.
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The level of the Executive Board remuneration should be appropriate and attractive in the context of the company’s national and international peer group.
Criteria include the tasks of the individual Executive Board member, their personal performance, the economic situation, and the performance of and out-
look for the company, as well as how customary the remuneration is when measured against the peer group. In this context, comparative studies on remu-
neration are conducted on a regular basis.
The Executive Board and Supervisory Board reported in detail on the remuneration of the Executive Board and Supervisory Board in fiscal year 2024 in the
2024 Remuneration Report. The Annual General Meeting approved the 2024 Remuneration Report on May 14, 2 025, with 97.72% of the votes cast.
The following provides an overview of the remuneration system for the Executive Board that was applicable in fiscal year 2025 before discussing the remu-
neration components in the same reporting period.
Overview of the remuneration components
The following table provides an overview of the components of the remuneration system applicable to the members of the Execut ive Board for fiscal year
2025. It also provides an overview of the composition of the individual remuneration components and explains the targets, especially in respect of how the
remuneration is intended to foster the company’s long-term development.
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2025 Executive Board remuneration system
Component Composition Target
Fixed remuneration
components
Base salary Twelve equal installments payable at month-end The base remuneration and fringe
benefits are intended to reflect the
tasks and responsibility of the
Executive Board members, provide
a basic income, and prevent them
from taking inappropriate risks.
Fringe benefits In particular:
‒ Private use of the first company car; second and third company cars with fuel cards in return for payment of a monthly
flat fee; private use of the driver pool to an appropriate extent
‒ Allowance toward health and long-term care insurance and retirement provision
‒ Accident insurance
‒ Installation and private use of security measures
‒ Medical check-up for managers
‒ Inclusion in D&O and criminal legal expenses insurance
‒ Benefits in the event of death
‒ Possible payment of tax consulting costs
Modified fringe benefits for Executive Board members who are also members of the Executive Board of a foreign subsidiary
or perform functions there as senior managers:
‒ Executive Board members who are also members of the Executive Board of a foreign subsidiary or perform functions
there as senior managers do not receive their fringe benefits from TRATON SE but from the respective foreign
subsidiary.
‒ These Executive Board members are only entitled to modified fringe benefits from TRATON SE, i.e., they are included in
the D&O and criminal legal expenses insurance, they are entitled to benefits in the event of death, and, under certain
circumstances, to the payment of tax consulting costs.
The Chair of the Executive Board receives an annual flat-rate fringe benefit allowance from which the benefits used by
TRATON SE or a foreign subsidiary are deducted. Any residual amount is paid out to the Chair of the Executive Board.
Occupational
retirement provision
‒ Retirement, disability, and surviving dependents’ benefits
‒ In principle, upon reaching the age of 65 (earlier claims are possible)
‒ Defined contribution system dependent on the performance of certain fund indices
‒ Annual contribution of 40% of the contractually agreed annual base salary
‒ Executive Board members who are also members of the Executive Board of a foreign subsidiary or perform functions
there as senior managers do not currently receive occupational retirement provision from TRATON SE but from the
respective foreign subsidiary.
The occupational retirement
provision is intended to provide
Executive Board members with an
adequate pension when they retire.
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Component Composition Target
Variable remuneration
components
Profit bonus ‒ Plan type: target bonus
‒ Minimum payment amount: €0
‒ Cap: 200% of the target amount
‒ Assessment period: profit bonus fiscal year (year for which the bonus is granted)
‒ Performance criteria:
o Financial subtargets:
• Operating return on sales (50%) and net cash flow (50%)
- Operating return on sales is the ratio of operating result in the TRATON GROUP before tax and excluding
adjustments to the corresponding sales revenue.
- Net cash flow comprises net cash provided by/used in operating activities and net cash provided by/used
in investing activities attributable to operating activities in the TRATON Operations business area and
indicates the excess funds from operating activities in the reporting period.
• The Supervisory Board defines threshold, target, and maximum values for the financial subtargets for the profit
bonus fiscal year. The threshold corresponds to a subtarget achievement of 50% for the operating return on
sales subtarget and of 0% for the net cash flow subtarget, the target value corresponds to a subtarget
achievement of 100% in each case, and the maximum value corresponds to a subtarget achievement of 180% in
each case; interim values are interpolated on a linear basis.
• The profit bonus depends on target achievement in the profit bonus fiscal year.
• Total financial target achievement = subtarget achievement operating return on sales x 50% + subtarget
achievement net cash flow x 50%
o ESG targets
• Environmental subtarget (ratio of the number of battery-electric vehicles and fuel cell electric vehicles sold to
the total number of vehicles sold, excluding the MAN TGE model) weighted at 50%
• The Social subtarget (generally the opinion index; Gender Index 1 for fiscal year 2025 1), weighted by 50%
• Governance factor (compliance and integrity) of between 0.9 and 1.1 (normal value 1.0)
• The Supervisory Board defines minimum, target, and maximum values for the Environmental and Social
subtargets for each fiscal year. The minimum, target, and maximum values correspond to subtarget
achievement of 0.7, 1.0, and 1.3, respectively. Interim values are interpolated on a linear basis.
• Calculation of the ESG factor: [Environmental subtarget achievement x 50% + Social subtarget achievement x
50%] x Governance factor (0.9–1.1)
‒ Profit bonus payment amount = individual target amount x financial target achievement x ESG factor
‒ Payout: generally in cash in the month following approval of the consolidated financial statements for the profit bonus
fiscal year
The profit bonus is intended to
motivate the Executive Board
members to pursue ambitious
targets during the assessment
period. The financial performance
targets support the strategic target
of achieving competitive earnings
power. The integration of
sustainability targets reflects the
significance of the Environmental,
Social, and Governance factors.
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Component Composition Target
Long-term incentive (LTI) ‒ Plan type: performance share plan
‒ Performance period: in principle, forward-looking four-year term
‒ Minimum payment amount: €0
‒ Cap: 250% of the target amount
‒ Allocation of performance shares: at the start of each fiscal year, the individually agreed target amount is divided by
the arithmetic mean of the TRATON SE share price (German Securities Identification Number: TRAT0N) in the Xetra
trading system of Deutsche Börse AG on the last 30 trading days prior to January 1 of the respective performance
period (initial reference price).
‒ Target setting: at the start of the performance period, the Supervisory Board defines minimum, target, and maximum
values for earnings per share (EPS), the audited diluted earnings per
TRATON share for continuing and discontinued operations. The minimum, target, and maximum EPS values
correspond to target achievement of 50, 100, and 175%, respectively.
‒ Calculation of the payment amount: the final number of performance shares is calculated by multiplying the number
of performance shares conditionally allocated at the start of the performance period by the arithmetic mean of the
annual EPS target achievement figures during the performance period. The final number of performance shares is then
multiplied by the sum of the arithmetic mean of the closing prices on the last 30 trading days prior to the end of the
performance period (closing reference price) and the dividends paid per share during the performance period
(dividend equivalent).
‒ Payout: generally in cash in the month following approval of the consolidated financial statements for the last fiscal
year of the respective performance period
‒ If the employment contract ends before the end of the performance period due to a bad leaver case (extraordinary
termination for cause or revocation of appointment due to a gross breach of duties, resignation, termination without
cause by the person concerned, a breach of a contractual or post-contractual restraint on competition), all performance
shares will be forfeited.
The long-term incentive serves to
align the remuneration of the
Executive Board members to the
company’s long-term performance.
The financial performance target
EPS in conjunction with share price
performance and the dividends
paid, measured over four years,
ensures the long-term effect of the
behavioral incentives and supports
the strategic target of achieving
competitive earnings power.
Other benefits
Special payment ‒ If applicable, based on a separate agreement with the Executive Board member
‒ The agreement is made in advance for the fiscal year and defines performance criteria for the special payment.
Special payments can reward
outstanding performance and may
only be granted if it is in the
company’s interest to do so and
generates a forward-looking benefit
for the company.
Benefits agreed with new
Executive Board members
for a defined period of time
or for the entire term of
their employment
contracts
‒ Optional payments to compensate for declining variable remuneration or other financial disadvantages
‒ Optional benefits in connection with relocation
‒ Optional minimum remuneration guarantee
These (compensation) payments are
intended to enable the company to
attract qualified candidates for the
Executive Board.
Other remuneration
provisions
Penalty and clawback ‒ The possibility for the Supervisory Board to reduce profit bonuses and the performance share plan by up to 100% or to
claw back the remuneration that has already been paid in the case of relevant misconduct during the respective
relevant assessment period
‒ Clawback is excluded if more than three years have passed since the variable remuneration component was paid out.
The aim is to motivate Executive
Board members to maintain lawful
and ethical conduct.
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Component Composition Target
Maximum remuneration ‒ The relevant components are the base salary paid for the respective fiscal year, the service cost for occupational
retirement provision, the fringe benefits granted, the profit bonus granted for the respective fiscal year and paid out in
the following year, the performance share plan paid out in the respective fiscal year and for which the performance
period ended immediately before the respective fiscal year, any special payment granted for the respective fiscal year,
and any benefits granted to new Executive Board members.
‒ Amounts to €8,500 thousand gross per fiscal year for the Chair of the Executive Board and generally €5,000 thousand
gross per fiscal year for the members of the Executive Board.
‒ The maximum remuneration for Executive Board members who are also members of the Executive Board of a foreign
subsidiary or perform functions there as senior managers consists of the total remuneration from TRATON SE together
with that from the respective subsidiary outside Germany.
‒ If the maximum remuneration is exceeded, the variable remuneration components will be reduced on a pro rata basis.
The aim is to ensure that the
remuneration of Executive Board
members is not inappropriately
high when measured against the
peer group.
1 Employees of International Motors, LLC., including its subsidiaries, and other employees of the TRATON GROUP employed in the United States are not included in the calculation of the Gender Index.
Remuneration of the Executive Board members appointed in fiscal year 2025
Members of the Executive Board in fiscal year 2025
On the one hand, the Executive Board of TRATON SE is made up of members who are also members of the Executive Board of a foreign subsidiary or perform
functions there as senior managers and receive their remuneration proportionately from TRATON SE and from the respective foreign subsidiary. On the
other, it consists of members who are only members of the Executive Board of TRATON SE or also members of the Executive Board of a German subsidiary.
These Executive Board members are remunerated entirely by TRATON SE; if they hold an additional Executive Board function at a German subsidiary, part
of their remuneration will be reimbursed by way of intercompany charging. The members of the Executive Board generally receive no additional remuner-
ation for discharging further mandates in the management bodies, supervisory boards, or comparable bodies of other Group companies in the course of
their board activity. Should such remuneration be granted nonetheless, it will be offset against the remuneration for the activity as a member of the Execu-
tive Board of TRATON SE.
In fiscal year 2025, the Executive Board of TRATON SE had the following members:
Christian Levin: Mr. Levin has been a member of the Executive Board since the effective date of the change of legal form of TRATON AG to TRATO N SE on
the day this was entered in the commercial register in 2019, and has been the Chief Executive Officer and Chairman of the Executive Board since October 1,
2021. Mr. Levin has also been President and Chief Executive Officer of Scania AB and Scania CV AB since May 1, 2021. Since October 1, 2021, the remuneration
has been divided between TRATON SE and Scania CV A B (Scania) based on areas of responsibility. Since May 1, 2021, Mr. Levin has received fringe benefits
and occupational retirement provision solely from Scania CV AB.
Mathias Carlbaum: Mr. Carlbaum has been a member of the Executive Board since October 1, 2021, and, in addition, Chief Executive Officer and Pr esident
of International Motors, LLC (International). Since October 1, 2021, 20% of his fixed and variable remuneration has been b orne by TRATON SE and 80% by
International. The fringe benefits for Mr. Carlbaum are borne by International. All pension expenses are borne by Scania CV AB, with which Mr. Carlbaum still
has a dormant employment contract, and charged on to International.
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Antonio Roberto Cortes: Mr. Cortes has been a member of the Executive Board since the effective date of the change of legal form of TRATON AG to TRATON
SE on the day this was entered in the commercial register in 2019, and is also Chief Executive Officer of Volkswagen Truck & Bus Latin America Indústria e
Comércio de Veículos Ltda. (Volkswagen Truck & Bus), formerly MAN Latin America Indústria e Comércio de Veículos Ltda. Mr. Cortes received 20% of his
fixed and variable remuneration from TRATON SE and 80% from Volkswagen Truck & Bus. Mr. Cortes receives fringe benefits and occupational pension
benefits solely from Volkswagen Truck & Bus.
Dr. Michael Jackstein: Dr. Jackstein has been a member of the Executive Board of TRATON SE since April 1, 2023.
Niklas Klingenberg: Mr. Klingenberg has been a member of the Executive Board since January 1, 2025. In addition, Mr. Klingenberg has been Head of Group
R&D since January 1, 2025, and Managing Director of TRATON AB since October 1, 2025. Mr. Klingenberg received 20% of his fixed and variable remuneration
from TRATON SE and 80% from TRATON AB. Mr. Klingenberg receives fringe benefits and occupational pension benefits solely from TRATON AB.
Catharina Modahl Nilsson : Ms. Modahl Nilsson has been a member of the Executive Board of TRATON SE since April 1, 2023. Ms. Modahl Nilsson has also
been Head of Group Product Management at TRATON AB since April 1, 2023. Ms. Modahl Nilsson received 20% of her fixed and vari able remuneration from
TRATON SE and 80% from TRATON AB. Ms. Modahl Nilsson receives fringe benefits and occupational pension benefits solely from TRATON AB.
Alexander Vlaskamp: Mr. Vlaskamp has been a member of the Executive Board since November 25, 2021, and is also Chief Executive Officer of MAN
Truck & Bus SE. Mr. Vlaskamp received no separate remuneration in fiscal year 2025 for his role at MAN Truck & Bus SE. The Supervisory Board of MAN
Truck & Bus SE resolved to reimburse TRATON SE for 80% of the remuneration expenses by way of intercompany charging.
Remuneration granted and owed in fiscal year 2025
In accordance with section 162 (1) sentence 1 of the AktG, the remuneration report must detail the remuneration granted and o wed to each individual
member of the Executive Board in the past fiscal year.
Table overview
The following tables show the remuneration actually received by the members of the Executive Board in fiscal year 2025. The time of actual payment is not
significant. Correspondingly, the remuneration granted in 2025 includes the base salary paid in fiscal year 2025, the fringe benefits, and the profit bonus for
fiscal year 2025 paid in the month following approval of the company’s 2025 Consolidated Financial Statements. In fiscal year 2025, the LTI with the 2021 –
2024 or 2022–2024 performance period was also paid out and is reported as remuneration granted. As the companies were not in arrears with the payment
of remuneration components, the tables do not show any remuneration owed.
The relative portions shown in the tables refer to the remuneration components “granted and owed” in the respective fiscal year in accordance with section
162 (1) sentence 1 of the AktG. They therefore include all benefits actually received by the members of the Executive Board in the respective fiscal year,
irrespective of which fiscal year they were paid for. The relative portions shown here are therefore not comparable with the respective relative portions of
the fixed and variable remuneration component s in total remuneration as contained in the description of the remuneration system in accordance with
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section 87a (1) sentence 2 no. 3 of the AktG. The portions shown in the remuneration system refer to the respective target values granted for the respective
fiscal year, irrespective of the time at which the remuneration component in question is paid out.
Pension expense is reported as service cost within the meaning of IAS 19. The service cost in accordance with IAS 19 does not constitute remuneration
granted or owed within the meaning of section 162 (1) sentence 1 of the AktG as it is not actually received by the Executive Board member in the year under
review. It also includes other pension benefits such as surviving dependents’ benefits and the use of company cars, as well as defined contribution pension
plans where these are provided for under foreign legislation.
The maximum remuneration is the maximum remuneration within the meaning of section 87a (1) sentence 2 no. 1 of the AktG in ac cordance with the
remuneration system resolved by the Supervisory Board and approved by the Annual General Meeting.
In addition, the employment contracts of the Executive Board members contain a penalty and clawback provision in accordance w ith the approved remu-
neration system. TRATON SE did not make use of these regulations in fiscal year 2025.
Further explanations about the individual tables can be found below the tables.
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Christian Levin
Remuneration component
2025
€ thousand1 in %
Fixed remuneration components
Base salary TRATON SE 1,220
31
Scania 630
Fringe benefits TRATON SE 120
3
Scania 59
Total TRATON SE 1,340
34 Scania 689
Total 2,029
Variable remuneration components
‒ Profit bonus 2025
(target amount €1,600 thousand per annum; minimum
€0; maximum €3,200 thousand per annum)
TRATON SE 436
13
Scania 366
‒ LTI 2022–2024 (performance share plan, three-year
term; target amount €1,800 thousand per annum;
minimum €0; maximum €3,600 thousand per annum)
TRATON SE 1,804 53
Scania 1,433
Sum — remuneration granted and owed TRATON SE 3,579
100 Scania 2,488
Total 6,067
Pension expenses TRATON SE –
–
Scania 1,346
Total remuneration including pension expenses TRATON SE 3,579
Scania 3,834
Total 7,413
Maximum remuneration Total 8,500
1 Contractually agreed exchange rate: SEK 11.47 = €1
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Mathias Carlbaum
Remuneration component
2025
€ thousand1 in %
Fixed remuneration components
Base salary TRATON SE 170
32
International2 667
Fringe benefits TRATON SE –
40
International3 1,070
Total TRATON SE 170
72 International 1,737
Total 1,907
Variable remuneration components
‒ Profit bonus 2025 (target amount €850 thousand per
annum; minimum €0; maximum €1,700 thousand per
annum)
TRATON SE 85
16 International 341
‒ LTI 2021–2024 (performance share plan, four-year term;
proportionate (3/12) target amount €249 thousand per
annum; minimum €0; maximum €498 thousand per
annum)
TRATON SE 66
12 International 262
Sum — remuneration granted and owed TRATON SE 321
100 International 2,340
Total 2,661
Pension expenses TRATON SE –
–
International 427
Total remuneration including pension expenses TRATON SE 321
International 2,767
Total 3,088
Maximum remuneration Total 5,000
1 Contractually agreed exchange rate: USD 1.08 = €1
2 In fiscal year 2025, Mr. Carlbaum waived part of his base salary from International in the amount of €13 thousand as part of International’s “Summer Shutdown” program.
3 The fringe benefits include in particular international benefits that Mr. Carlbaum receives due to his work at International. Among other things, the figure shown includes tax payments incurred retrospec-
tively in fiscal year 2025.
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Antonio Roberto Cortes
Remuneration component
2025
€ thousand1 in %
Fixed remuneration components
Base salary TRATON SE 140
43
Volkswagen Truck & Bus 560
Fringe benefits TRATON SE –
4
Volkswagen Truck & Bus 60
Total TRATON SE 140
47 Volkswagen Truck & Bus 620
Total 760
Variable remuneration components
‒ Profit bonus 2025 (target amount €550 thousand per
annum; minimum €0; maximum €1,100 thousand per
annum)
TRATON SE 55
17 Volkswagen Truck & Bus 221
‒ LTI 2022–2024 (performance share plan, three-year
term; target amount €320 thousand per annum;
minimum €0; maximum €640 thousand per annum)
TRATON SE 115
36 Volkswagen Truck & Bus 460
Sum — remuneration granted and owed TRATON SE 310
100 Volkswagen Truck & Bus 1,301
Total 1,611
Pension expenses TRATON SE –
–
Volkswagen Truck & Bus 273
Total remuneration including pension expenses TRATON SE 310
Volkswagen Truck & Bus 1,574
Total 1,884
Maximum remuneration Total 5,000
1 Contractually agreed exchange rate: BRL 6.15 = €1
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Dr. Michael Jackstein
Remuneration component
2025
€ thousand in %
Fixed remuneration components
Base salary 850 63
Fringe benefits 78 6
Total 928 69
Variable remuneration components
‒ Profit bonus 2025 (target amount €850 thousand per annum; minimum €0; maximum
€1,700 thousand per annum)
426 31
Sum — remuneration granted and owed 1,354 100
Pension expenses 351
– Total remuneration including pension expenses 1,705
Maximum remuneration 5,000
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Niklas Klingenberg
Remuneration component
2025
€ thousand1 in %
Fixed remuneration components
Base salary TRATON SE 170
65
TRATON AB 680
Fringe benefits TRATON SE –
2
TRATON AB 24
Total TRATON SE 170
67 TRATON AB 704
Total 874
Variable remuneration components
‒ Profit bonus 2025
(target amount €850 thousand per annum; minimum
€0; maximum €1,700 thousand per annum)
TRATON SE 85
33 TRATON AB 341
Sum — remuneration granted and owed TRATON SE 255
100 TRATON AB 1,045
Total 1,300
Pension expenses TRATON SE –
–
TRATON AB 428
Total remuneration including pension expenses TRATON SE 255
TRATON AB 1,473
Total 1,728
Maximum remuneration Total 5,000
1 Contractually agreed exchange rate: SEK 11.47 = €1
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Catharina Modahl Nilsson
Remuneration component
2025
€ thousand1 in %
Fixed remuneration components
Base salary TRATON SE 170
65
TRATON AB 680
Fringe benefits TRATON SE 3
2
TRATON AB 27
Total TRATON SE 173
67 TRATON AB 707
Total 881
Variable remuneration components
‒ Profit bonus 2025
(target amount €850 thousand per annum; minimum
€0; maximum €1,700 thousand per annum)
TRATON SE 85
33 TRATON AB 341
Sum — remuneration granted and owed TRATON SE 259
100 TRATON AB 1,048
Total 1,307
Pension expenses TRATON SE –
–
TRATON AB 464
Total remuneration including pension expenses TRATON SE 259
TRATON AB 1,512
Total 1,771
Maximum remuneration Total 5,000
1 Contractually agreed exchange rate: SEK 11.47 = €1
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Alexander Vlaskamp
Remuneration component
2025
€ thousand in %
Fixed remuneration components
Base salary 850 58
Fringe benefits 53 4
Total 903 62
Variable remuneration components
‒ Profit bonus 2025 (target amount €850 thousand per annum; minimum €0; maximum
€1,700 thousand per annum)
426 29
‒ LTI 2021–2024 (performance share plan, four-year term; proportionate (37/365) target
amount €94 thousand per annum; minimum €0; maximum €188 thousand per annum)
124 9
Sum — remuneration granted and owed 1,453 100
Pension expenses 351
– Total remuneration including pension expenses 1,804
Maximum remuneration 5,000
Explanation
Additional contractual agreements with the members of the Executive Board
A contractual arrangement with Mr. Cortes specifies the payment of an amount to compensate for the higher tax burden in Germany.
Dr. Jackstein will be reimbursed for the costs of accommodation at his regular place of work and for weekly family trips home.
These benefits for the individual members of the Executive Board are included in the amounts reported as fringe benefits.
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Performance criteria for variable remuneration
Profit bonus performance criteria
Financial subtargets
The following overviews show the values defined by the Supervisory Board for the threshold, target, and maximum values for th e financial subtargets,
namely operating return on sales and net cash flow for fiscal year 2025, and the actual values or target achievement.
2025
Operating return on sales
Maximum value (180% target achievement) 11.0%
100% target level 7.0%
Threshold value (50% target achievement) 4.0%
Actual 5.5%
Target achievement (in %) 75%
Net cash flow
Maximum value (180% target achievement) €3.19 billion
100% target level €2.2 billion
Threshold value (0% target achievement) €1.54 billion
Actual €1.64 billion
Target achievement (in %) 16%
Overall target achievement 46%
The indicator relevant for calculating operating return on sales is operating result in the TRATON GROUP. The TRATON GROUP’s operating return on sales
is the ratio of the TRATON GROUP’s operating result to its sales revenue. The figures for the TRATON GROU P’s operating result and sales revenue reported
in the company’s annual report are applicable. Net cash flow comprises net cash provided by/used in operating activities and net cash provided by/used in
investing activities attributable to operating activities in the TRATON Operations business area, and indicates the excess funds from operating activities in
the reporting period.
In justified exceptional cases, the Supervisory Board can adjust the degree of subtarget achievement actually achieved for th e net cash flow subtarget in
order to ensure an assessment for this subtarget that is tied to actual performance. Justified exceptions include acquisitions that have a significant impact
on net cash flow. The Supervisory Board did not exercise this option for fiscal year 2025.
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ESG targets
For the Social subtarget, the Supervisory Board can choose either the opinion index criterion or the gender index criterion, or a combination of the two. The
opinion index criterion is based on a suitable methodology, to be selected by the Supervisory Board, for measuring the development of employee satisfac-
tion, whereas the gender index criterion is based on a suitable methodology, to be selected by the Supervisory Board, for mea suring the development of
the proportion of women in management positions in the TRATON GROUP companies. For fiscal year 2025, the Supervisory Board resolved to suspend the
opinion index as an ESG factor for the Social subtarget because the methodology for measuring the opinion index is currently being revised and the targets
are being recalibrated. Instead of the opinion index ESG factor, the Social subtarget for fiscal year 2025 takes into account the gender index ESG factor, which
is linked to the development of the percentage of women in management positions in TRATON GROUP companies and contributes to the advancement of
women in the TRATON GROUP. Because of the legal framework in the USA, employees of International Motors, LLC., including its subsidiaries, and other
employees of the TRATON GROUP employed in the United States are not included in the calculation of the Gender Index.
The Environmental subtarget incorporates the criterion of decarbonization/CO2 reduction. This is calculated using the ratio of the number of battery-electric
vehicles and fuel cell electric vehicles sold to the total number of vehicles sold, excluding the MAN TGE model. The minimum, target, and maximum values
for the Environmental subtarget are defined by the Supervisory Board for each fiscal year and are based in particular on the business plan to achieve a
consistently increasing proportion of battery-electric and fuel cell electric vehicles.
The following overview shows the values defined by the Supervisory Board for the minimum, target, and maximum values for the Environmental subtarget
and the Social subtarget for fiscal year 2025, and the actual values or target achievement in fiscal year 2025.
Environmental
(decarbonization/CO2 reduction)
in % 2025
Maximum value 1.46
100% target level 0.97
Minimum value 0.49
Actual 1.17
Subtarget achievement 1.12
Social
(gender index)
in % 2025
Maximum value 25.2
100% target level 24.2
Minimum value 23.2
Actual 24.4
Subtarget achievement 1.06
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For fiscal year 2025, the Supervisory Board defined a normal value of 1.0 for the Governance factor for all current members o f the Executive Board, taking
account of and assessing the performance of the Executive Board as a whole and the performance of the current individual members of the Executive Board.
To determine the Governance factor, the Supervisory Board assesses the collective performance of the Executive Board in the first step. In the second step,
the Supervisory Board assesses the performance o f each individual Executive Board member in terms of integrity and compliance. The Supervisory Board
can increase the Governance factor to 1.1 or reduce it to 0.9 on the basis of the collective and individual assessment. If there are no special circumstances in
a fiscal year, the Governance factor is 1.0 (normal value).
The ESG factor for fiscal year 2025 is therefore 1.09, taking into account the achievement of the Environmental subtarget, th e Social subtarget, and the
Governance factor.
LTI performance criteria
The four-year performance share plan has been in force since January 1, 2021, for all members of the Executive Board whose employment contracts have
been newly entered into or extended since the Supervisory Board resolution on December 16, 2020. For members of the Executive Board already appointed
at the time of the Supervisory Board resolution on December 16, 2020, a three -year performance period applied — until any contract extension. No active
member of the Executive Board had a performance share plan with a three-year performance period in fiscal year 2025. However, Executive Board members
Mr. Levin and Mr. Cortes still receive subsequent payments from the three-year performance share plan. For this reason, Mr. Levin and Mr. Cortes are shown
in the performance share plan with the performance period 2022–2024.
EPS target values
The following overviews show the minimum, target, and maximum values defined by the Supervisory Board at the beginning of the relevant 2021–2024,
2022–2024, 2022–2025, 2023–2025, 2023–2026, 2024–2026, 2024–2027, and 2025–2028 performance periods, and the a ctual values and target percentage
achievement already achieved for individual years in the assessment period. The performance share plans for the 2022–2025, 2023–2025, 2023–2026, 2024–
2026, and 2024 –2027 and 2025 –2028 performance periods were not yet due and were not paid out in fiscal year 2025. They therefore do not represent
remuneration granted or owed in fiscal year 2025.
The performance share plans due for payment in fiscal year 2025 for the 2021–2024 or 2022–2024 performance period are based on the target achievement
of the EPS of TRATON shares.
Performance period 2021–2024
EPS TRATON share
€ 2024 2023 2022 2021
Maximum value (150% target achievement) 4.32 4.32 4.32 4.32
100% target level 2.90 2.90 2.90 2.90
Minimum value (50% target achievement) 1.95 1.95 1.95 1.95
Actual 5.61 4.90 2.28 0.91
Target achievement (in %) 150.00 150.00 67.37 0
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Performance period 2022–2024
EPS TRATON share
€ 2024 2023 2022
Maximum value (150% target achievement) 4.32 4.32 4.32
100% target level 2.90 2.90 2.90
Minimum value (50% target achievement) 1.95 1.95 1.95
Actual 5.61 4.90 2.28
Target achievement (in %) 150.00 150.00 67.37
The total target achievement of the EPS in the 2021–2024 performance period is 91.87% and 122.49% in the 2022–2024 performance period. The previous EPS
target achievement for the past fiscal years of a performance period of performance share plans that were not yet due in fiscal year 2025 and were therefore
not yet paid out can be seen in the following overviews:
Performance period 2022–2025
EPS TRATON share
€ 2025 2024 2023 2022
Maximum value (150% target achievement) 4.32 4.32 4.32 4.32
100% target level 2.90 2.90 2.90 2.90
Minimum value (50% target achievement) 1.95 1.95 1.95 1.95
Actual 3.09 5.61 4.90 2.28
Target achievement (in %) 106.66 150.00 150.00 67.37
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Performance period 2023–2025
EPS TRATON share
€ 2025 2024 2023
Maximum value (150% target achievement) 4.32 4.32 4.32
100% target level 2.90 2.90 2.90
Minimum value (50% target achievement) 1.95 1.95 1.95
Actual 3.09 5.61 4.90
Target achievement (in %) 106.66 150.00 150.00
Performance period 2023–2026
EPS TRATON share
€ 2025 2024 2023
Maximum value (150% target achievement) 4.32 4.32 4.32
100% target level 2.90 2.90 2.90
Minimum value (50% target achievement) 1.95 1.95 1.95
Actual 3.09 5.61 4.90
Target achievement (in %) 106.66 150.00 150.00
Performance period 2024–2026
EPS TRATON share
€ 2025 2024
Maximum value (175% target achievement) 9.00 9.00
100% target level 5.00 5.00
Minimum value (50% target achievement) 3.00 3.00
Actual 3.09 5.61
Target achievement (in %) 52.23 111.44
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Performance period 2024–2027
EPS TRATON share
€ 2025 2024
Maximum value (175% target achievement)1 9.00 9.00
100% target level 5.00 5.00
Minimum value (50% target achievement) 3.00 3.00
Actual 3.09 5.61
Target achievement (in %) 52.23 111.44
1 A maximum value of 150% applies contractually to former Executive Board members Ms. Danielski and Mr. Osterloh. The value defined for this maximum value is 7.67.
Performance period 2025–2028
EPS TRATON share
€ 2025
Maximum value (175% target achievement) 9.00
100% target level 5.00
Minimum value (50% target achievement) 3.00
Actual 3.09
Target achievement (in %) 52.23
Reference prices/dividend equivalent for the performance period
The initial reference price, closing reference price, and dividend equivalent for TRATON shares for the 2021 –2024 or 2022 –2024 performance period are
shown in the following overview.
€ 2021–2024 2022–2024
Initial reference price 22.40 21.70
Closing reference price 29.15 29.15
Dividend equivalent
2021 0.25 –
2022 0.50 0.50
2023 0.70 0.70
2024 1.50 1.50
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The reference prices and dividend equivalents for TRATON shares for the performance periods of the performance share plans no t yet due and not yet paid out in
fiscal year 2025 are shown in the following overview.
€
2025–2028 2024–2027 2024–2026 2023–2026 2023–2025 2022–2025
Initial reference price 29.15 20.42 20.42 14.69 14.69 21.70
Closing reference price1 – – – – 29.33 29.33
Dividend equivalent
2022 – – – – – 0.50
2023 – – – 0.70 0.70 0.70
2024 – 1.50 1.50 1.50 1.50 1.50
2025 1.70 1.70 1.70 1.70 1.70 1.70
1 Determined at the end of the performance period
Alignment with the remuneration system
The remuneration granted and owed to the members of the Executive Board in fiscal year 2025 complies with the requirements of the Executive Board
remuneration system. There was no deviation from the valid remuneration system in fiscal year 2025. The profit bonus payments and the payments under
the performance share plans for the 2022 –2024 or 2021–2024 performance period were not reduced because the caps of 200% on the profit bonus target
amount and 200% on the target amount for the performance share plan we re not exceeded. Overall, the remuneration granted and owed to the members
of the Executive Board in fiscal year 2025 did not exceed the maximum remuneration prescribed by the remuneration system.
Benefits and defined benefits in connection with termination
Benefits and defined benefits granted to members of the Executive Board in the event of early termination
The Executive Board remuneration system and employment contracts of the members of the Executive Board prescribe termination periods and severance
payments in the event of revocation of the appointment of a member of the Executive Board and the mutual term ination of the Executive Board function.
If an appointment is revoked without cause within the meaning of section 626 of the Bürgerliches Gesetzbuch (BGB — German Civil Code), the employment
contract will generally end after a period of twelve months. Othe r than in cases of cause justifying extraordinary termination of the employment contract
by the company, members of the Executive Board receive a severance payment in the amount of their gross remuneration for the remainin g period of the
employment contract, capped at twice the annual gross income. As a rule, the annual gross income used as the basis for calculating the severance payment
consists of the base salary paid in the previous year plus the variable remuneration components defined for the previous year.
The severance payment is paid in twelve equal monthly gross installments from the end of the employment contract. Contractual remuneration paid by
the company for the time between termination of the appointment and the end of the employment contract is offset against the sever ance payment. If a
member of the Executive Board takes up a new position after termination of the appointment, the severance payment will be reduced by the income from
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the new position. If a post -contractual restraint on competition has been agreed, the severance payment will be offset against the waiting allowance. No
severance payment will be made if the member of the Executive Board continues to work for the company or for another Volkswagen Group company in
the context of an employment contract.
The members of the Executive Board are also generally entitled to retirement, disability, and surviving dependents’ benefits in the event of early termination
of their appointment without having entered retirement (cf. the following section for further inf ormation), although the minimum plan assets will only be
maintained as ratably reduced plan assets pursuant to sections 2 (1) and 2a (1) of the Gesetz zur Verbesserung der betrieblichen Altersversorgung (BetrAVG
— German Occupational Pensions Act). Pursuant to section 2a (2) item 2a) of the BetrAVG, the maintained portion of the minimum plan assets is adjusted
by 1% per annum from the Board member’s departure from the company until the benefits fall due.
Defined benefits granted to members of the Executive Board in the event of regular termination of their role
TRATON SE generally grants retirement, disability, and surviving dependents’ benefits to the members of the Executive Board. As a rule, the agreed retire-
ment benefits are paid when the Executive Board member reaches the age of 65. However, Executive Board members who are also members of the Execu-
tive Board of a foreign subsidiary of TRATON SE or perform functions there as senior managers do not receive retirement benefits from TRATON SE but from
the respective foreign subsidiary. TRATON SE manages the occup ational pension plans for Executive Board members Dr. Jackstein and Mr. Vlaskamp, as
well as the former Executive Board members Ms. Danielski and Mr. Osterloh, who left in fiscal year 2023. The occupational pen sion plans for the other
members of the Executive Board are maintained by Scania CV AB (Mr. Levin and Mr. Carlbaum), TRATON AB (Mr. Klingenberg and Ms. Modahl Nilsson), and
Volkswagen Truck & Bus (Mr. Cortes).
Entitlements to such benefits granted by TRATON SE are accumulated under a defined contribution system, the Capital Account P lan, with the value of
benefits dependent upon the performance of certain fund indices. TRATON SE pays an annual contribution of 40 % of the contractually agreed fixed remu-
neration in the calendar year. Executive Board members may elect to make contributions themselves out of their gross salary.
Contributions and interest are held in individual capital accounts. The performance of the capital account is directly linked to the capital markets and is
determined by a basket of indices and other suitable parameters. The risk of the investments is grad ually reduced as the beneficiaries get older (life cycle
concept).
At retirement, the beneficiary may elect to receive the balance of the capital account, or at a minimum the total amount of t he contributions, as a lump -
sum payment, in installments, or as an annuity at an insurance rate valid as of the date of retirement.
In the event of disability or death, the beneficiary is paid the accumulated account balance, or a minimum of €2,000 thousand.
The following overview shows the individual pension entitlements of the members of the Executive Board and their cash value as of December 31, 2025, as
well as the pension expenses incurred in fiscal year 2025, if applicable considering the special features of the applicable foreign legislation in each case. The
measurement of post-employment benefits also includes other pension benefits such as surviving dependents’ benefits and the use of company cars, as
well as defined contribution plans provided for by foreign legislation where pension expenses are incurred in the year under review.
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€ thousand
Cash value
Pension expenses in fiscal
year 2025
Christian Levin
(Scania)
741 1,346
Mathias Carlbaum
(Scania)
413 427
Antonio Roberto Cortes
(Volkswagen Truck & Bus)
– 273
Dr. Michael Jackstein
(TRATON SE)
959 351
Niklas Klingenberg
(TRATON AB)
18 428
Catharina Modahl Nilsson
(TRATON AB)
29 464
Alexander Vlaskamp
(TRATON SE)
1,405 351
In the event of the regular termination of their function, the members of the Executive Board who previously had a company ca r provided to them by
TRATON SE may be able to continue using their company car under certain circumstances. These include the resp ective Executive Board member having
held the function for a total of at least ten years, or having worked for the company for a total of at least 15 years, or the Supervisory Board considering the
provision of a company car in retirement to be appropriate and in the company’s interest.
There were no changes to the commitments explained in this section in fiscal year 2025.
Benefits and defined benefits to members of the Executive Board who stepped down in fiscal year 2025
No members of the Executive Board of TRATON SE left the Executive Board in fiscal year 2025.
No clawback in fiscal year 2025
TRATON SE did not claw back any variable remuneration components in fiscal year 2025 on the basis of the penalty and clawback conditions agreed with
the members of the Executive Board. None of the circumstances justifying such a clawback existed.
Remuneration of former Executive Board members
In accordance with section 162 (1) sentence 1 of the AktG, the remuneration report must also detail the remuneration granted and owed to former members
of the Executive Board.
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Remuneration granted and owed in fiscal year 2025 (individual)
In accordance with section 162 (5) sentence 2 of the AktG, the obligation to report individually on the remuneration granted and owed to former members
of the Executive Board extends to the remuneration granted and owed until the end of ten years after the fiscal year in which the former Executive Board
member ended their role as a member of the Executive or Supervisory Board of TRATON SE.
Table overview
The following tables show the individual remuneration granted and owed in fiscal year 2025 to former members of the Executive Board who stepped down
after fiscal year 2015. The profit bonuses for fiscal year 2025 paid out at the start of 2026 as well as the performance share plans with the 2021–2024 or 2022–
2024 tranche paid out in fiscal year 2025 are treated as remuneration granted in fiscal year 2025 for both active and former members of the Executive Board.
Annette Danielski
Member of the Executive Board of TRATON SE, CFO
Left March 31, 2023
2025
€ thousand in %
Pension payments – –
Base salary – –
Fringe benefits – –
LTI 2021–2024 (performance share plan, four-year term; proportionate (3/12) target amount
€232 thousand per annum; minimum €0; maximum €465 thousand per annum)
306 100
Severance payments – –
Sum — remuneration granted and owed 306 100
Pension expenses – –
Joachim Drees
Member of the Executive Board of TRATON SE; CEO of MAN SE and MAN Truck & Bus SE
Left July 15, 2020
2025
€ thousand in %
Pension payments – –
Base salary – –
Fringe benefits – –
LTI 2022–2024 (performance share plan, three-year term; target amount €930 thousand per
annum; minimum €0; maximum €1,860 thousand per annum)
1,672 100
Severance payments – –
Sum — remuneration granted and owed 1,672 100
Pension expenses – –
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Matthias Gründler
Chief Executive Officer of TRATON SE
Left September 30, 2021
2025
€ thousand in %
Pension payments – –
Base salary –
Fringe benefits –
LTI 2022–2024 (performance share plan, three-year term; target amount €1,800 thousand per
annum; minimum €0; maximum €3,600 thousand per annum)
3,236 100
Severance payments – –
Sum — remuneration granted and owed 3,236 100
Pension expenses – –
Bernd Osterloh
Member of the Executive Board of TRATON SE
Left March 31, 2023
2025
€ thousand in %
Pension payments 9011 52
Base salary – –
Fringe benefits 14 1
LTI 2021–2024 (performance share plan, four-year term; target amount €930 thousand per
annum; minimum €0; maximum €1,860 thousand per annum)
816 47
Severance payments – –
Sum — remuneration granted and owed 1,731 100
Pension expenses – –
1 In accordance with the pension arrangements applicable to Mr. Osterloh, he has the option of choosing whether his occupational pension should be paid out as a lump sum, in up to ten annual install-
ments, or as a regular annuity. Mr. Osterloh opted for a lump sum payment.
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Christian Schulz
Member of the Executive Board of TRATON SE, CFO
Left September 30, 2021
2025
€ thousand in %
Pension payments – –
Base salary – –
Fringe benefits – –
LTI 2022–2024 (performance share plan, three-year term; target amount €930 thousand per
annum; minimum €0; maximum €1,860 thousand per annum)
1,672 100
Severance payments – –
Sum — remuneration granted and owed 1,672 100
Pension expenses – –
Dr. Ing. h.c. Andreas Tostmann
Member of the Executive Board of TRATON SE; CEO of MAN SE 1 and MAN Truck & Bus SE
Left November 24, 2021
2025
€ thousand in %
Pension payments – –
Base salary – –
Fringe benefits – –
LTI 2022–2024 (performance share plan, three-year term; target amount €930 thousand per
annum; minimum €0; maximum €1,860 thousand per annum)
1,672 100
Severance payments – –
Sum — remuneration granted and owed 1,672 100
Pension expenses – –
1 Until August 31, 2021 (merger between MAN SE and TRATON SE)
Explanation
Ms. Danielski was a member of the Executive Board of TRATON SE until the end of March 31, 2023. Ms. Danielski’s employment contract with TRATON SE ran
until the end of its regular termination effective the end of September 30, 2024. Notwithstanding the revised remuneration system, the previous maximum
remuneration of €3.7 million gross per year continued to apply for Ms. Danielski until the end of her regular term.
In addition to his activity as a member of the Executive Board of TRATON SE, Mr. Drees was a member of the Executive Boards o f MAN SE and MAN
Truck & Bus SE until his departure effective the end of July 15, 2020. The employment contract between Mr. Drees and TRATON SE continued until its planned
end on January 17, 2024.
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Mr. Schulz left the Executive Board of TRATON SE effective the end of September 30, 2021. He was originally appointed as a member of the Executive Board
until January 17, 2024. The employment contract between Mr. Schulz and TRATON SE continued until Decemb er 31, 2022. In fiscal year 2025, Mr. Schulz
received a final payment under the performance share plan 2022–2024.
Mr. Osterloh was a member of the Executive Board of TRATON SE until the end of March 31, 2023. Mr. Osterloh’s employment cont ract with TRATON SE ran
until the end of its regular termination effective the end of April 30, 2024. Notwithstanding the revised remuneration system, the previous maximum remu-
neration of €3.7 million gross per year continued to apply for Mr. Osterloh until the end of his regular term. In accordance with the agreement reached with
him, Mr. Osterloh receives a company car during his retirement, which is why fringe benefits are reported for him in the table.
Mr. Gründler was a member of the Executive Board of TRATON SE until the end of September 30, 2021, and was appointed Chairman of the Executive Board.
Mr. Gründler’s employment contract with TRATON SE expired at the end of its regular term effective the end of July 15, 2023. Mr. Gründler still has rights to
payments under the performance share plans that he acquired during his term of office.
Dr. Ing. h.c. Tostmann was appointed as a member of the Executive Board of TRATON SE until November 24, 2021, as Chairman of the Executive Board of
MAN SE until August 31, 2021, and as Chairman of the Executive Board of MAN Truck & Bus SE until November 24, 2021. Dr. Ing. h.c. Tostmann’s employment
contract with TRATON SE expired at the end of its regular term effective the end of July 15, 2023. The Supervisory Board of MAN Truck & Bus SE has resolved
that MAN Truck & Bus SE will reimburse TRATON SE for 80% of the expenses for Dr. Ing. h.c. Tostmann. Dr. Ing. h.c. Tostmann still has rights to payments
under the performance share plans that he acquired during his term of office.
Comparative presentation
The following table shows a year-on-year comparison of the percentage change in remuneration for the members of the Executive Board with the earnings
performance of TRATON SE and with the average remuneration for employees on a full-time equivalent (FTE) basis.
Earnings performance is calculated using the following earnings-related indicators of TRATON SE and the TRATON GROUP, which are published in TRATON
SE’s annual report: the earnings after tax of TRATON SE in accordance with German GAAP. The TRATON GROUP’s o perating return on sales corresponds to
the ratio of the TRATON GROUP’s operating result to the TRATON GROUP’s sales revenue, as reported in TRATON SE’s annual report.
The development of the average remuneration of employees is shown on the basis of two indicators. First, the average remuneration of employees is calcu-
lated by adjusting TRATON SE’s personnel expenses as reported in the single-entity financial statements of TRATON SE to exclude the remuneration of the
Group’s Executive Board members. The adjusted personnel expenses are divided by the number of TRATON SE employees (426.06 employees) on FTE basis
as of December 31, 2025, excluding the members of the Group’s Executive Board (employees of TRATON SE). Second, the personnel expenses of the TRATON
GROUP, as reported in the notes to the consolidated financial statements, adjusted to exclude the remuneration of the Group’s Executive Board members,
are divided by the number of employees of the TRATON GROUP (total workforce of 112,116 in accordance with internal reporting, i.e., including performance-
related wage-earners, salaried staff, and vocational trainees) (employees of the TRATON GROUP).
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Annual change in %
2025 compared
with 2024
2024 compared
with 2023
2023 compared
with 2022
2022 compared
with 2021
2021 compared
with 2020
Executive Board remuneration1
Carlbaum, Mathias2 2.2% 17.8% 28.8% 431.3% –
Cortes, Antonio Roberto –8.3% 74.1% –11.1% 27.3% –10.6%
Danielski, Annette2 –75.1% –31.9% 38.5% 597.2% –
Drees, Joachim 125.0% –38.8% –32.4% 19.5% 3.8%
Gründler, Matthias 154.0% –35.4% –19.5% 68.8% 69.0%
Jackstein, Dr. Michael3 –37.2% 55.6% – – –
Klingenberg, Niklas – – – – –
Levin, Christian 17.5% 55.2% –3.2% 96.1% 25.1%
Modahl Nilsson, Catharina3 –38.1% 57.2% – – –
Osterloh, Bernd2 205.7% –69.3% 34.5% 152.2% –
Schulz, Christian 154.0% –208.9% –134.1% 16.2% 6.1%
Tostmann, Dr. Andreas 154.0% –36.2% –22.1% –22.5% 96.9%
Vlaskamp, Alexander2 –32.2% 16.8% 37.9% 1,542.7% –
Earnings performance
Earnings after tax of TRATON SE in accordance with German GAAP 4 312.5% – 316.6% – –
Operating return on sales of the TRATON GROUP –3.4 pp +0.9 pp +4.1 pp +2.6 pp +0.9 pp
Development of employee remuneration5
Employees of TRATON SE –11.9% 7.8% 21.7% –7.0% 7.5%
Employees of TRATON GROUP 2.1% 5.3% 6.6% 0.5% 1.1%
1 Remuneration granted and owed within the meaning of section 162 (1) sentence 1 of the AktG
2 Joined in the course of fiscal year 2021
3 Joined as of April 1, 2023
4 Percentage change in earnings after tax of TRATON SE in accordance with German GAAP cannot be presented because there were negative earnings from fiscal year 2020 through fiscal year 2022.
5 Personnel expenses additionally adjusted for exceptional project profit sharing by selected managers in 2021
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Peer group
The remuneration amount, the maximum remuneration, and the targets agreed individually are regularly reviewed by the Supervisory Board and adjusted
if necessary. As part of this process, the Supervisory Board carries out a vertical comparison with the remu neration and employment conditions of the
company’s employees and a horizontal comparison with the remuneration and employment conditions of executive board members of other companies.
In order to assess how customary the total remuneration of specific Executive Board members is compared to other companies, the Supervisory Board uses
a peer group comparison method. This peer group is reviewed on a regular basis, most recently in March 2025, and adjusted as needed. The peer group
currently comprises the following companies: Caterpillar Inc., Continental AG, Cummins Inc., Daimler Truck Holding AG, Deere & Company, Henkel AG & Co.
KGaA, Komatsu Kabushiki kaisha, Magna International Inc., Mitsubishi Motors Corporation, Paccar Inc., Schaeffler AG, Tata Mot ors Ltd., Thyssenkrupp AG,
Volvo AB.
The companies in the peer group were selected on the basis of their size, sector, and regional distribution, and reflect the TRATON GROUP’s strategic busi-
ness areas and most relevant competitors. To adequately reflect TRATON SE’s business model, competitor s from the manufacturing industry and the me-
chanical and plant engineering sectors were selected in addition to companies from the automotive sector. The peer group comp rises an appropriate mix
of listed companies from Europe, America, and Asia. In the opi nion of the Supervisory Board, this peer group represents the specific competitive environ-
ment of TRATON SE on the sales market as well as on the recruitment market for top executives.
Remuneration of the members of the Supervisory Board
Principles of Supervisory Board remuneration
The remuneration of the members of the Supervisory Board is regulated in Article 16 of the Articles of Association of TRATON SE. According to section 113
(3) of the AktG, the annual general meeting of a listed company must resolve on the remuneration of it s supervisory board members at least every four
years. Moreover, information must be provided about the remuneration system for supervisory board members. In preparing the r esolution for the Annual
General Meeting, the Executive Board and Supervisory Board review whether the remuneration, especially its amount and structure, is still in the interest
of TRATON SE and whether it is commensurate with the tasks performed by the members of the Supervisory Board and with the pos ition of TRATON SE.
Based on this r eview, which was carried out under the supervision of a renowned, independent external remuneration consultant, the Superviso ry and
Executive Boards presented an adjusted remuneration system for the members of the Supervisory Board for approval at the Annu al General Meeting on
June 13, 2024. The remuneration was confirmed, and the adjusted remuneration system resolved on by 99.15% of the votes cast in the Annual General Meet-
ing on June 13, 2024. The adjusted remuneration system came into force when the amendment to the Articles of Association was entered in the commercial
register and is applicable retrospectively for the first time for fiscal year 2024.
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Overview of the remuneration
Remuneration components
The remuneration of the members of the Supervisory Board consists of annual fixed remuneration and an attendance fee.
The fixed annual remuneration is €300 thousand for the Chairman of the Supervisory Board, €200 thousand for the Deputy Chairm an of the Supervisory
Board, and €100 thousand for each further member of the Supervisory Board.
For their work on committees, the members of the Supervisory Board receive additional fixed annual remuneration per committee provided the committee
has met at least once per year for the performance of its duties. The fixed annual remuneration is €100 thousand for the chair of a committee, €75 thousand
for the deputy chair of a committee, and €50 thousand for each further member of a committee. No remuneration will be paid fo r membership of the
Nomination Committee or the Mediation Committee within the mea ning of section 27 (3) of the Mitbestimmungsgesetz (MitbestG — German Codetermi-
nation Act), should such a committee be established in the future. If a member of the Supervisory Board is a member of several committees, remuneration
will be paid only for the two committee functions with the highest fixed annual remuneration. The remuneration of the members of the Supervisory Board
thus also complies with recommendation G.17 of the German Corporate Governance Code, which specifies that appropriate conside ration be given to the
greater investment of time required from the Chairman and Deputy Chairman of the Supervisory Board as well as from the chairs and members of the
committees.
The Supervisory Board members each receive an attendance fee of €1 thousand for attending a meeting of the Supervisory Board or of a committee. The
attendance fee is paid only once, even if several meetings are held in one day.
The fixed annual remuneration becomes due after the end of the Annual General Meeting that accepts or decides to approve the consolidated financial
statements for the fiscal year for which the remuneration is paid. The fixed annual remuneration will be red uced pro rata temporis if a member of the
Supervisory Board or of a committee is not a member for the full fiscal year or does not hold the office of Chairman or Deput y Chairman of the Supervisory
Board or chair or deputy chair of the committee for the full fiscal year. TRATON SE will reimburse any value-added tax that may be payable on the remuner-
ation and expenses of Supervisory Board members.
The members of the Supervisory Board were also included in liability (D&O) insurance policy taken out on their behalf in acco rdance with Article 16 (5)
sentence 1 of the Articles of Association of TRATON SE. There was a deductible in the amount of the gross annual fixed remuneration for Supervisory Board
members.
Former members of the Supervisory Board of TRATON SE do not receive any further remuneration for the period following the termination of office.
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How the remuneration contributes to promoting the long-term development of TRATON SE
Both the structure and the amount of the remuneration received by the members of the Supervisory Board consider what is requi red of a member of the
Supervisory Board of TRATON SE, especially the associated investment of time and the associated responsibili ty. The remuneration is in line with standard
market practice in terms of its structure, and the amount is commensurate with the tasks of the members of the Supervisory Bo ard and with the position
of TRATON SE, also in comparison with the remuneration of the members of the supervisory boards of other listed companies of a similar size in Germany.
The remuneration makes it possible to attract suitable and qualified candidates as Supervisory Board members. Therefore, the remuneration of the mem-
bers of the Supervisory Board contributes to enabling the Supervisory Board as a whole to exercise its gover nance role and advise the Executive Board
appropriately and competently. The restriction to just one fixed remuneration is also in line with these Supervisory Board ta sks. It is an incentive for the
members of the Supervisory Board to ask appropriate questions when exercising their governance role and advising the Executive Board, without primarily
focusing on the development of operational performance indicators. Together with the Executive Board, the Supervisory Board thus promotes the business
strategy and long-term development of TRATON SE. Moreover, the restriction to just one fixed remuneration is in line with suggestion G.18 sentence 1 of the
German Corporate Governance Code.
Remuneration of Supervisory Board members in fiscal year 2025
Remuneration granted and owed to the Supervisory Board members in office in fiscal year 2025
The following table shows the members of the Supervisory Board of TRATON SE in office in fiscal year 2025 and the remuneration granted and owed to the
individual members of the Supervisory Board in fiscal year 2025. Remuneration “granted and owed” has the same meaning as described for members of
the Executive Board. The remuneration shown in the table therefore represents the amounts actually received in fiscal year 2025, i.e., the remuneration paid
to the members of the Supervisory Board for their roles on the Supervisory Board in fiscal year 2025, even if the remuneration is not owed until the year
following the end of the Annual General Meeting.
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Fixed remuneration
Work in the
committees Attendance fees Total
Remuneration from
other Group
appointments
2025 2025 2025 2025 2025
€
thousand in %
€
thousand in %
€
thousand in % € thousand € thousand
Pötsch, Hans Dieter 300 73 100 24 10 2 410 0
Kerner, Jürgen1 200 70 75 26 10 4 285 21
Andersson, Ödgärd 100 93 0 0 7 7 107 0
Antlitz, Dr. Arno2 0 0 0 0 0 0 0 0
Bechstädt, Torsten1 100 54 75 41 10 5 185 0
Carlquist, Mari3, 4 0 0 0 0 0 0 0 0
Cavallo, Daniela1 100 94 0 0 6 6 106 0
Döss, Dr. Manfred3 0 0 0 0 0 0 0 0
Kilian, Gunnar3, 5 0 0 0 0 0 0 0 0
Kirchmann, Dr. Albert X. 100 93 0 0 7 7 107 21
Kuhn-Piëch, Dr. Julia 100 63 50 31 10 6 160 71
Lorentzon, Lisa3, 4, 6 0 0 0 0 0 0 0 0
Luthin, Bo3, 4 0 0 0 0 0 0 0 0
Lyngsie, Michael3, 4 0 0 0 0 0 0 0 0
Macpherson, Nina 100 63 50 31 10 6 160 50
Porsche, Dr. Dr. Christian 100 63 50 31 9 6 159 71
Schmid, Dr. Wolf-Michael 100 93 0 0 7 7 107 0
Schnur, Karina1 100 47 100 47 12 6 212 21
Sedlmaier, Josef1 100 93 0 0 7 7 107 0
Wansch, Markus1 100 93 0 0 7 7 107 21
Widén, Christina3, 4, 7 0 0 0 0 0 0 0 0
Witter, Frank 100 48 100 48 9 4 209 0
1 These employee representatives have stated that they will transfer their Supervisory Board remuneration to the Hans Böckler Foundation in accordance with the guidelines issued by the German Confed-
eration of Trade Unions (DGB).
2 Supervisory Board member since September 26, 2025
3 Remuneration for fiscal year 2025 was waived in full.
4 In view of the waivers, the Executive Board of TRATON SE decided that it will make a contribution of €519 thousand to “Scanias Personalstiftelse 1996” after the 2026 Annual General Meeting.
5 Supervisory Board member and member of the Presiding Committee and the Nomination Committee until July 16, 2025.
6 Supervisory Board member and member of the Audit Committee until June 30, 2025
7 Supervisory Board member since July 1, 2025, and member of the Audit Committee since September 22, 2025
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Comparative presentation
The following table shows a year-on-year comparison of the percentage change in remuneration for the members of the Supervisory Board with the earn-
ings performance of TRATON SE and with the average remuneration for employees on FTE basis.
Earnings performance is calculated using the following earnings-related indicators of TRATON SE and the TRATON GROUP, which are published in TRATON
SE’s annual report: the earnings after tax of TRATON SE in accordance with German GAAP. The TRATON GROUP’s o perating return on sales corresponds to
the ratio of the TRATON GROUP’s operating result to the TRATON GROUP’s sales revenue, as reported in TRATON SE’s annual report.
The development of the average remuneration of employees is shown on the basis of two indicators. First, the average remuneration of employees is calcu-
lated by adjusting TRATON SE’s personnel expenses as reported in the single-entity financial statements of TRATON SE to exclude the remuneration of the
Group’s Executive Board members. The adjusted personnel expenses are divided by the number of TRATON SE employees (426.06 employees) on FTE basis
as of December 31, 2025, excluding the members of the Group’s Executive Board (employees of TRATON SE). Second, the personnel expenses of the TRATON
GROUP, as reported in the notes to the consolidated financial statements, adjusted to exclude the remuneration of the Group’s Executive Board members,
are divided by the number of employees of the TRATON GROUP (total workforce of 112,116 in accordance with internal reporting, i.e., including performance-
related wage-earners, salaried staff, and vocational trainees) (employees of the TRATON GROUP).
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Annual change in %
2025 compared
with 2024
2024 compared
with 2023
2023 compared
with 2022
2022 compared
with 2021
2021 compared
with 2020
Supervisory Board remuneration1
Pötsch, Hans Dieter –0.5% 30.0% 1.6% 0.0% 0.3%
Kerner, Jürgen 21.7% 72.3% 2.0% –10.6% –18.8%
Andersson, Ödgärd2 –0.9% 83.4% – – –
Antlitz, Dr. Arno3 – – – – –
Bechstädt, Torsten –1.1% 29.0% –0.7% 0.7% –1.4%
Carlquist, Mari 0.0% 0.0% 0.0% 0.0% 0.0%
Cavallo, Daniela5 1.0% 17.1% –25.3% 73.9% –
Döss, Dr. Manfred 0.0% 0.0% 0.0% 0.0% 0.0%
Kilian, Gunnar 0.0% 0.0% 0.0% 0.0% 0.0%
Kirchmann, Dr. Albert X. –0.1% 24.5% –0.1% 4.0% 15.1%
Kuhn-Piëch, Dr. Julia 0.1% 18.4% 1.5% 27.2% –16.6%
Lorentzon, Lisa 0.0% 0.0% 0.0% 0.0% 0.0%
Luthin, Bo 0.0% 0.0% 0.0% 0.0% 0.0%
Lyngsie, Michael 0.0% 0.0% 0.0% 0.0% 0.0%
Macpherson, Nina –5.5% 17.0% –0.6% 0.0% –1.5%
Porsche, Dr. Dr. Christian –0.2% 17.3% 4.6% 25.3% 17.2%
Schmid, Dr. Wolf-Michael –1.8% 32.9% 0.0% 0.0% –1.2%
Schnur, Karina –0.6% 30.1% 24.3% –16.2% –16.0%
Sedlmaier, Josef5 –1.8% 34.6% – – –
Wansch, Markus4 –1.1% 25.8% 0.9% 43.7% –
Widén, Christina4 – – – – –
Witter, Frank –1.4% 28.5% 0.0% 103.7% –
Earnings performance
Earnings after tax of TRATON SE in accordance with German GAAP 6 312.5% – 316.6% – –
Operating return on sales of the TRATON GROUP –3.4 pp +0.9 pp +4.1 pp8 +2.6 pp +0.9 pp
Development of employee remuneration7
Employees of TRATON SE –11.9% 7.8% 21.7%8 –7.0% 7.5%
Employees of TRATON GROUP 2.1% 5.3% 6.6% 0.5% 1.1%
1 Remuneration granted and owed within the meaning of section 162 (1) sentence 1 of the AktG
2 Joined in fiscal year 2023
3 Joined in fiscal year 2025
4 Joined in fiscal year 2021
5 Joined in fiscal year 2022
6 Percentage change in earnings after tax of TRATON SE in accordance with German GAAP cannot be presented because there were negative earnings from fiscal year 2020 through fiscal year 2022.
7 Personnel expenses additionally adjusted for exceptional project profit sharing by selected managers in 2021
8 Correction after preparation of the 2023 Annual Report
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Independent Auditor’s Report
To TRATON SE
We have audited the attached remuneration report of TRATON SE, Munich, prepared to comply with Sec. 162 AktG [“Aktiengesetz”: German Stock Corpora-
tion Act] for the fiscal year from January 1, 2025, to December 31, 2025, and the related disclosures.
Responsibilities of the executive directors and the supervisory board
The executive directors and supervisory board of TRATON SE are responsible for the preparation of the remuneration report and the related disclosures in
compliance with the requirements of Sec. 162 AktG. In addition, the executive directors and supervisory board are responsible for such internal control as
they determine is necessary to enable the preparation of a remuneration report and the related disclosures that are free from material misstatement,
whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error.
Auditor’s responsibility
Our responsibility is to express an opinion on this remuneration report and the related disclosures based on our audit. We conducted our audit in compliance
with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors
in Germany] (IDW). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the remuneration report and the related disclosures are free from material misstatement, whether due to fraud or error.
An audit involves performing procedures to obtain audit evidence about the amounts in the remuneration report and the related disclosures. The proce-
dures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatem ent of the remuneration report and the
related disclosures, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the preparation of the
remuneration report and the related disclosures in order to plan and perform audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the accounting policies used and
the reasonableness of accounting estimates made by the executive directors and supervisory board, as well as evaluating the overal l presentation of the
remuneration report and the related disclosures. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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Opinion
In our opinion, on the basis of the knowledge obtained in the audit, the remuneration report for the fiscal year from January 1, 2025, to December 31, 2025,
and the related disclosures comply, in all material respects, with the financial reporting provisions of Sec. 162 AktG.
Other matter – formal audit of the remuneration report
The audit of the content of the remuneration report described in this auditor’s report comprises the formal audit of the remu neration report required by
Sec. 162 (3) AktG and the issue of a report on this audit. As we are issuing an unqualified opinion on the audit of the content of the remuneration report, this
also includes the opinion that the disclosures pursuant to Sec. 162 (1) and (2) AktG are made in the remuneration report in a ll material respects.
Limitation of liability
The “General Engagement Terms for Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften [German Public Auditors and Public Audit Firms]” as issued
by the IDW on January 1, 2024, which are attached to this report, are applicable to this engagement and also govern our responsibility and liability t o third
parties in the context of this engagement.
Munich, February 25, 2026
EY GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft
Dr. Janze Maurer
Wirtschaftsprüfer Wirtschaftsprüfer
[German Public Auditor] [German Public Auditor]
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Financial Calendar
April 29, 2026 3M 2026 Interim Statement
June 16, 2026 2026 Annual General Meeting
July 23, 2026 2026 Half-Year Financial Report
October 28, 2026 9M 2026 Interim Statement
The latest information and dates are available on TRATON SE’s website at www.traton.com/financialcalendar.
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Glossary
Active workforce: Number of employees who have an active employment contract, excluding vocational trainees and employees in the passive phase of
partial retirement.
Australian Medium Term Notes program (AMTN program): A master agreement between companies and bond dealers that allows companies to place
securities on the Australian capital markets very quickly to obtain debt capital.
Payout ratio: The payout ratio means the proportion of the total amount of dividends attributable to common shares to earnings after tax at tributable to
TRATON SE shareholders. The payout ratio provides information about the allocation of earnings.
BEV: Battery electric vehicles and fuel cell electric vehicles
Commercial paper program (CP program): A master agreement between companies and bond dealers that allows companies to place unsecured, short -
term debt instruments on the international money market very quickly to obtain debt capital.
Committee of Sponsoring Organizations of the Treadway Commission (COSO): Internationally recognized framework for enterprise risk management and
internal control (ICS).
Compliance: Adherence to statutory provisions, internal corporate policies, and ethical principles.
Corporate governance: A commonly used international term that denotes responsible corporate management and control geared toward long-term value
added.
CSRD: Corporate Sustainability Reporting Directive of the European Union
German Corporate Governance Code (the Code): Constitutes key statutory requirements for the management and supervision of listed German companies
and contains internationally and nationally recognized standards of good, responsible corporate governance in the form of recommendations and sugges-
tions.
Derivatives/derivative financial instruments: Financial instruments whose value is derived primarily from the price and price volatility/expectations of an
underlying (e.g., stocks, foreign currency, interest-bearing securities).
Dividend yield: Dividend yield is defined as the ratio of the dividend for the reporting year to the closing price per share class on the fin al trading date of
the reporting year and indicates the return per share. Dividend yield is used in particular for measuring and comparing shares.
ESG: Environmental, Social, Governance.
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European Medium Term Notes program (EMTN program): A master agreement between companies and bond dealers that allows companies to place
securities on the European capital markets very quickly to obtain debt capital.
Fair value: The amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing, and independent par ties in an arm’s
length transaction.
Functional expenses: Functional expenses comprise the cost of sales, distribution expenses, and general and administrative expenses.
Price-earnings ratio: The price-earnings ratio is calculated by dividing the year -end closing price per share by earnings per share. It reflects the earnings
power per share and provides information about its development compared over a number of years.
Market share: TRATON’s share of registrations of trucks and buses in the overall market.
OECD: Organisation for Economic Co-operation and Development
Option: Agreement under which the purchaser is entitled, but not obligated, to acquire (call option) or sell (put option) the underlying asset at a future date
for a predefined price. By contrast, the seller of the option is obligated to sell or purchase the asse t and usually receives a premium for granting the option
rights.
Section 232: Section 232 of the Trade Expansion Act of 1962 is a key US trade policy tool that gives the US president the power to regulat e imports if they
could threaten national security. Section 232 allows the US president to impose measures such as tariffs, import quotas, or other trade restrictions if certain
goods are considered strategically relevant to US defense, critical infrastructure, or key industries.
Other operating result comprises net impairment losses on financial assets, other operating income, and other operating expenses.
Swap: Agreement between two counterparties to swap cash payments over a certain period. Prime examples are currency swaps, under wh ich principal
amounts denominated in various currencies are exchanged, and interest rate swaps, which usually entail the exchange of fixed and variable interest pay-
ments in the same currency.
TMS: TRATON Modular System
Weighted Average Cost of Capital (WACC): WACC is derived from the return required by capital providers.
Registrations: Number of new vehicles registered for the first time in a country with the relevant registration authorities. The term “registrations” describes
the size of the market for new vehicles and thus also the development of the market. Market share is also calculated from the registration data.
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Five-Year Overview
2025 2024 2023 2022 2021
Order situation (units)
Incoming orders 281,325 263,575 264,798 334,583 359,975
of which trucks 224,243 208,519 210,617 274,299 305,745
of which buses 27,932 32,235 29,808 32,274 22,237
of which MAN TGE vans 29,150 22,821 24,373 28,010 31,993
Unit sales 305,486 334,215 338,183 305,485 271,608
of which trucks 239,783 278,130 281,290 254,300 230,549
of which buses 34,359 28,413 30,266 29,601 18,857
of which MAN TGE vans 31,344 27,672 26,627 21,584 22,202
BEV unit sales ratio (excluding MAN TGE, in %)1 1.2 0.5 0.6 – –
TRATON GROUP
Sales revenue (€ million) 44,052 47,473 46,872 40,335 30,620
Operating result (adjusted) (€ million) 2,773 4,384 4,034 2,071 1,599
Operating return on sales (adjusted) (in %) 6.3 9.2 8.6 5.1 5.2
Active workforce2 107,454 105,541 103,621 100,356 97,235
TRATON Operations
Sales revenue (€ million) 42,536 46,182 45,736 39,554 30,103
Operating result (adjusted) (€ million) 3,092 4,776 4,272 2,257 1,883
Operating return on sales (adjusted) (in %) 7.3 10.3 9.3 5.7 6.3
Net cash flow (€ million) 1,643 2,834 3,594 –625 938
Primary R&D costs (€ million)3 2,731 2,456 2,170 1,892 1,462
Capex (€ million) 1,555 1,751 1,516 1,298 1,125
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2025 2024 2023 2022 2021
Scania Vehicles & Services
Incoming orders (units) 92,351 81,012 84,080 82,071 116,798
Sales (units) 94,073 102,069 96,727 85,232 90,366
Sales revenue (€ million) 17,945 18,907 17,878 15,316 13,927
Operating result (adjusted) (€ million)3 1,926 2,801 2,266 1,315 1,412
Operating return on sales (adjusted) (in %)3 10.7 14.8 12.7 8.6 10.1
MAN Truck & Bus
Incoming orders (units) 99,961 77,108 86,783 109,717 143,531
Sales (units) 101,642 96,037 116,033 84,513 93,668
Sales revenue (€ million)3 14,095 13,652 14,811 11,331 10,934
Operating result (adjusted) (€ million)3 904 919 1,075 139 249
Operating return on sales (adjusted) (in %)3 6.4 6.7 7.3 1.2 2.3
International Motors4
Incoming orders (units) 46,177 56,616 60,932 86,019 42,588
Sales (units) 63,732 90,562 88,890 81,892 30,305
Sales revenue (€ million) 8,169 11,116 11,042 10,501 3,557
Operating result (adjusted) (€ million)3 9 724 734 502 41
Operating return on sales (adjusted) (in %)3 0.1 6.5 6.6 4.8 1.2
Volkswagen Truck & Bus
Incoming orders (units) 42,988 48,865 33,739 57,042 57,241
Sales (units) 46,171 45,846 37,203 54,136 57,405
Sales revenue (€ million) 2,768 2,918 2,477 2,952 2,113
Operating result (adjusted) (€ million)3 323 346 217 309 171
Operating return on sales (adjusted) (in %)3 11.7 11.9 8.8 10.5 8.1
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2025 2024 2023 2022 2021
TRATON Financial Services
Sales revenue (€ million) 2,188 1,932 1,589 1,294 964
Return on equity (in %) 8.0 10.8 8.4 4.0 18.6
TRATON shares
Earnings per share (in €) 3.09 5.61 4.90 2.28 0.91
Dividend per share (€)5 0.93 1.70 1.50 0.70 0.50
Number of shares on 12/31 500,000,000 500,000,000 500,000,000 500,000,000 500,000,000
Common shares, closing price (Xetra price in €) 30.50 27.95 21.32 14.13 22.14
1 The BEV unit sales ratio (excluding MAN TGE vans, in %) was calculated for the first time for 2023
2 As of December 31
3 The previous year’s figures for 2024 were adjusted to the current presentation, see the Combined Management Report, Financial management section.
4 2021: July 1 to December 31
5 2025: proposed dividend, subject to approval by the 2026 Annual General Meeting
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Disclaimer
This report contains certain forward -looking statements that are based on present assumptions and forecasts by the company’s management. A range of
known and unknown risks, uncertainties, and other factors may result in the actual results, net assets, financial position, a nd results operations, develop-
ment, or performance of the TRATON GROUP (TRATON) differing materiall y from the estimates given here. Such factors include those that TRATON has
described in published reports. These reports are available on our website at www.traton.com. The company does not assume any obligation to update such
forward-looking statements or to adapt them to future events or developments.
All figures shown are rounded, so minor discrepancies may arise from addition of these amounts. Unless otherwise stated, comp arable prior-year figures
are presented in brackets in the text alongside the figures for the fiscal year under review.
This is a translation of the German original. In the event of discrepancies between the German language version and any trans lation thereof, the German
version will prevail.
Publication Details
Published by:
TRATON SE
Hanauer Str. 26
80992 Munich,
Germany
www.traton.com
Corporate Communications
media-relations@traton.com
Investor Relations
investor.relations@traton.com
T: +49 89 36098 70
Concept, design, and layout
3st kommunikation GmbH,
Mainz, Germany
Photography
Dirk Bruniecki/TRATON (p. 8)
Mark Mahaney/International (cover)
English Translation
Leinhauser Language Services GmbH,
Unterhaching, Germany
Copyright
©2026 TRATON SE and
3st kommunikation GmbH
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