Invitation/Annex to agenda item 6

II. Annexes to agenda items 6, 7, 9, 10, 11 and 12

Annex to agenda item 6

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 explain the principles of the remuneration system for the Executive Board and Supervisory Board. The Remuneration Report also presents the individual remuneration broken down by component for current and former members of the Executive Board and Supervisory Board of TRATON SE.

EXECUTIVE BOARD REMUNERATION

Business performance in the year under review

In 2022, the most important truck markets (> 6t) for the TRATON GROUP worldwide reported noticeable growth. The most important bus markets remained on a level with the previous year. However, the TRATON GROUP was only partially able to track this general market trend, as the war in Ukraine and the effects of the zero-COVID policy in China led to supply bottlenecks and negatively impacted production and unit sales. The shortages affected all segments but to a varying extent determined by their supplier network, specifications of the individual vehicles, and customer demand. Especially at MAN Truck & Bus, supply shortages meant that assembly lines at the truck plants in Munich and Krakow stood still for six weeks and production at other sites was stopped from mid-March onward. Additionally, the logistics shortages resulted in delays in the delivery of vehicles, in particular at MAN Truck & Bus and Scania Vehicles & Services. Worldwide, there was a significant increase in the prices for energy, logistics, raw materials, and bought-in components, which impacted all TRATON GROUP segments. There was a slight recovery in the supply situation for bought-in components in the second half of the year, with the result that vehicle sales increased significantly. Overall, the TRATON GROUP's operating result increased year-on-year, from €393 million to €1.6 billion.

Principles of Executive Board remuneration

The remuneration of the members of the Executive Board is based on the revised remuneration system adopted by the Supervisory Board on December 16, 2021, and effective from January 1, 2022, which largely corresponds to the remuneration system already adopted on December 16, 2020, and effective from January 1, 2021, and approved by the Annual General Meeting on June 30, 2021. The Annual General Meeting approved the revised remuneration system on June 9, 2022, with 97.98% of the votes cast. The Executive Board 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). With the revision of the remuneration system, the assessment period for the profit bonus was essentially cut from two fiscal years to one fiscal year as of January 1, 2022, and the maximum remuneration for the Executive Board member who is also CEO of Navistar International Corporation (Navistar) was set at €4,000 thousand. For the nonfinancial Environmental subtarget of the profit bonus, the Supervisory Board resolved that, from fiscal year 2022, 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, will be used as the basis. For fiscal year 2022, this excludes vehicle sales by Navistar for a transitional period.

For the members of the Executive Board who were already in office prior to December 16, 2020, the remuneration system shall apply until their contract is renewed and with the proviso that the performance share plan will continue to have a performance period of three years.

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 outlook for the Company, as well as how customary the remuneration is when measured against the peer group. In this context, comparative studies on remuneration are conducted on a regular basis.

The Executive Board and Supervisory Board reported in detail on the remuneration of the Executive Board and Supervisory Board in fiscal year 2021 in the 2021 Remuneration Report. The Annual General Meeting approved the 2021 Remuneration Report on June 9, 2022, with 99.17% of the votes cast.

The following provides an overview of the remuneration system for the Executive Board that was applicable in fiscal year 2022 before discussing the remuneration components in the same reporting period.

TRATON Annual General Meeting 2023

17

Invitation/Annex to agenda item 6

Overview of the remuneration components

The following table provides an overview of the remuneration components paid to the members of the Executive Board in fiscal year 2022. 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.

2022 EXECUTIVE BOARD REMUNER ATION SYSTEM

Component

Fixed remuneration components

Composition

Target

Base salary

Fringe benefits

Occupational retirement provision

Variable remuneration components

Profit bonus

Twelve equal installments payable at month-end

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:

  • Executive Board members who are also members of the Executive Board of a foreign subsidiary do not currently receive their fringe benefits from TRATON SE but from the respective foreign subsidiary.
  • 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.
  • 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 base salary
  • Executive Board members who are also members of the Executive Board of a foreign subsidiary do not currently receive
    occupational­retirement provision from TRATON SE but from the respective foreign subsidiary.
  • Plan type: target bonus
  • Cap: 180% 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 return on investment (50%)
      o Operating return on sales is the ratio of the operating result of the TRATON Operations business area (including Corporate Items1) before tax and excluding adjustments to the corresponding sales revenue.
      o Return on investment is the ratio of the operating result of the TRATON Operations business area (including Corporate Items1) after tax (normalized tax rate of 30%) and excluding adjustments to the corresponding average invested capital.

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.

The occupational retirement provision is intended to provide Executive Board members with an adequate pension when they retire.

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.

TRATON Annual General Meeting 2023

18

Invitation/Annex to agenda item 6

2022 EXECUTIVE BOARD REMUNER ATION SYSTEM

Component

Variable remuneration components

Profit bonus

Long-term incentive (LTI)

(Note: for Executive Board members

­appointed prior to December 16, 2020,

  1. three-yearperformance period continues to apply until their contract
    is renewed;­ in all other respects, however, the terms of the LTI are equivalent to the terms of the performance share plan described for fiscal year 2022.)

Composition

  • The Supervisory Board defines threshold, target, and maximum values for the financial subtargets for the profit bonus fiscal­ year. The threshold, target, and maximum values correspond to subtarget achievement of 50%, 100%,
    and 150%, respectively;­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
    return­ on investment x 50%
    1. 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; for fiscal year 2022, excluding vehicle sales by Navistar for a
        transitional­period) weighted at 50%
      • Social subtarget (opinion index), weighted at 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
  • Plan type: performance share plan
  • Performance period: in principle, forward-lookingfour-year term
  • Cap: 200% 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 150%, 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.

Target

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.

TRATON Annual General Meeting 2023

19

Invitation/Annex to agenda item 6

2022 EXECUTIVE BOARD REMUNER ATION SYSTEM

Component Other benefits

Composition

Target

Special payment

Benefits agreed with new Executive Board members for a defined period of time or for the entire term of their employment contracts

Other remuneration provisions

Penalty and clawback

Maximum remuneration

  • If applicable, on the basis of a separate agreement with the Exec- utive Board member
  • The agreement is made in advance for the fiscal year and defines performance criteria for the special payment.
  • Optional payments to compensate for declining variable remu- neration or other financial disadvantages
  • Optional benefits in connection with relocation
  • Optional minimum remuneration guarantee
  • 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 relevant components are the fixed salary for the respective fiscal year, the service cost for occupational retirement provision, the fringe benefits granted, the profit bonuses granted for the respective fiscal year and paid out in the following year, the performance share plan paid out in the respective fiscal year and for which the performance period ended immediately before the respective fiscal year, any special payment granted for the respective fiscal year, and any benefits granted to new Executive Board members.
  • €5,500 thousand gross for the Chairman of the Executive Board per fiscal year; in general, €3,700 thousand gross for the members of the Executive Board per fiscal year; in deviation from this €1,750 thousand gross for Mr. Cortes and €4,000 thousand gross for the member of the Executive Board who is also CEO of Scania AB and/or Scania CV AB, and €4,000 thousand gross for the member of the Executive Board who is also CEO of Navistar
  • The maximum remuneration for Executive Board members who are also members of the Executive Board of a foreign subsidiary consists of the total remuneration from TRATON SE together with that from the respective subsidiary.
  • If the maximum remuneration is exceeded, the variable remuneration components will be reduced accordingly.

Special payments are intended to reward outstanding performance and will only be granted if it is in the Company's interest to do so and generates a forward-­looking benefit for the Company.

These (compensation) payments are intended to enable the Company to attract qualified candidates for the Executive Board.

The aim is to motivate Executive Board members to maintain lawful and ethical conduct.

The aim is to ensure that the remuneration of Executive Board members is not inappropriately high when measured against the peer group.

1 Excluding consolidation effects between the TRATON Operations and Financial Services business areas and effects of purchase price allocations on Financial Services

REMUNERATION OF THE EXECUTIVE BOARD MEMBERS APPOINTED IN FISCAL YEAR 2022

Members of the Executive Board in fiscal year 2022

On the one hand, the Executive Board of TRATON SE is made up of members who are also members of the Executive Board of a foreign subsidiary and receive their remuneration proportionately from TRATON SE and from the respective foreign subsidiary. On the other, it consists of members who are only members of the Executive Board of TRATON SE or also members of the Executive Board of a German subsidiary. These Executive Board members are remunerated entirely by TRATON SE; if they hold an additional Executive Board function at a German subsidiary, part of their remuneration will be reimbursed by way of intercompany charging. The members of the Executive Board receive no additional remuneration for discharging further mandates in the management bodies, supervisory boards, or comparable bodies of other Group companies in the course of their board activity. Should such remuneration be granted nonetheless, it will be offset against the remuneration for the activity as a member of the Executive Board of TRATON SE.

In fiscal year 2022, the Executive Board of TRATON SE had the following members:

TRATON Annual General Meeting 2023

20

Invitation/Annex to agenda item 6

Christian Levin: Mr. Levin has been a member of the Executive Board since the effective date of the change of legal form of TRATON AG to TRATON SE on the day this was entered in the commercial register in 2019, and has been the Chairman of the Executive Board since October 1, 2021. Mr. Levin has also been Chief Executive Officer of Scania AB and Scania CV AB since May 1, 2021. Since October 1, 2021, the remuneration has been divided between TRATON SE and Scania CV AB based on areas of responsibility. Since May 1, 2021, Mr. Levin has received fringe benefits and occupational retirement provision solely from Scania CV AB.

Mathias Carlbaum: Mr. Carlbaum has been a member of the Executive Board since October 1, 2021, and, in addition, Chief Executive Officer and President of Navistar since September 1, 2021, on the basis of a secondment agreement between him, Scania CV AB, and Navistar. Since October 1, 2021, 20% of his fixed and variable remuneration has been borne by TRATON SE and 80% by Navistar. The fringe benefits for Mr. Carlbaum are borne by Navistar. All pension expenses and some fringe benefits were paid by Scania CV AB, with which Mr. Carlbaum still has a dormant employment contract, and charged on to Navistar.

Antonio Roberto Cortes: Mr. Cortes has been a member of the Executive Board since the effective date of the change of legal form of TRATON AG to TRATON SE on the day this was entered in the commercial register in 2019, and is also Chief Executive Officer of Volkswagen Truck & Bus Latin America Indústria e Comércio de Veículos Ltda. (Volkswagen Truck & Bus), formerly MAN Latin America Indústria e Comércio de Veículos Ltda. Mr. Cortes received 20% of his fixed and variable remuneration from TRATON SE and 80% from Volkswagen Truck & Bus. Mr. Cortes received his fringe benefits and occupational pension entirely from Volkswagen Truck & Bus.

Annette Danielski: Ms. Danielski has been a member of the Executive Board since October 1, 2021.

Bernd Osterloh: Mr. Osterloh has been a member of the Executive Board since May 1, 2021.

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 2022 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 2022

In accordance with section 162 (1) sentence 1 of the AktG, the remuneration report must detail the remuneration granted and owed to each individual member of the Executive Board in the past fiscal year. The terms used are defined as follows:

  • The term "granted" means the "actual receipt of the remuneration component."
  • The term "owed" covers "all legal obligations in respect of remuneration components that are due but have not yet been fulfilled."

These definitions differ from the terms "benefits granted" and "benefits received" used in the 2020 Remuneration Report. The term "benefits granted" within the meaning of the Code (2017) included all remuneration components, irrespective of the time of actual payment, which had been awarded at least in principle to a member of the Executive Board in the fiscal year and the amount of which could be estimated. The introduction of section 162 of the AktG means it is no longer possible to continue applying the distinction between "granted" and "received" as had previously been the case. The term "granted" used in section 162 of the AktG most closely matches the definition of the term "received" that was previously used.

Table overview

The following tables show the remuneration actually received by the members of the Executive Board in fiscal year 2022. The time of actual payment is not significant. Correspondingly, the remuneration granted in 2022 includes the base salary paid in fiscal year 2022, the fringe benefits, and the profit bonus paid for fiscal year 2022 following approval of the Company's consolidated financial statements. In fiscal year 2022, the LTI with the 2019-2021 performance period was also paid out and is reported as remuneration granted. As the Company was 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, no matter 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 components in

TRATON Annual General Meeting 2023

21

Invitation/Annex to agenda item 6

total remuneration as contained in the description of the remuneration system in accordance with section 87a (1) sentence 2 no. 3 of the AktG. The portions shown in the remuneration system refer to the respective target values granted for the respective fiscal year, 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 reporting period. 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 accordance with the remuneration system resolved by the Supervisory Board and approved by the Annual General Meeting.

Moreover, in accordance with the remuneration system resolved by the Supervisory Board on December 16, 2020, and approved by the Annual General Meeting on June 30, 2021, the employment contracts of the members of the Executive Board contain a penalty and clawback provision. TRATON SE did not make use of these regulations in fiscal year 2022.

Further explanations about the individual tables can be found below the tables.

CHRISTIAN LEVIN

2022

Remuneration component

€ thousand1

in %

Fixed remuneration components

Base salary

Fringe benefits

Total

Variable remuneration components

TRATON SE

1,220

54

Scania CV AB

630

TRATON SE

0

1

Scania CV AB

34

TRATON SE

1,220

55

Scania CV AB

664

Total

1,884

- Profit bonus 2022

(target amount €1,350 thousand per annum)

TRATON SE

572

31

Scania CV AB

500

- LTI 2019-2021 (performance share plan, ­three-year term; target amount €650 thousand per

­annum; minus advance payment2)

TRATON SE

96

14

TRATON AB

385

Sum - remuneration granted and owed

TRATON SE

1,888

100

Scania CV AB

1,164

TRATON AB

385

Total

3,437

Pension expenses

TRATON SE

0

Scania CV AB

1,304

Total remuneration including pension expenses

TRATON SE

1,888

Scania CV AB

2,468

TRATON AB

385

Total

4,740

Maximum remuneration

Total

5,500

Clawback in accordance with section 162 (1) sentence 2 no. 4 of the AktG

0

  1. Contractually agreed exchange rate: SEK 10.30 = €1
  2. Mr. Levin received an advance payment on the LTI 2019-2021 of €99 thousand (TRATON SE) and €398 thousand (TRATON AB) at the beginning of fiscal year 2020. The advance payment does not represent remuneration granted in fiscal year 2022 and is therefore not shown in the table.

TRATON Annual General Meeting 2023

22

Invitation/Annex to agenda item 6

MATHIAS CARLBAUM

2022

Remuneration component

€ thousand

in %

Fixed remuneration components

Base salary

TRATON SE

150

44

Navistar

600

Fringe benefits

TRATON SE

0

22

Navistar1

371

Total

TRATON SE

150

65

Navistar

971

Total

1,121

Variable remuneration components

- Profit bonus

(target amount €750 thousand per annum)

TRATON SE

119

35

Navistar

476

Sum - remuneration granted and owed

TRATON SE

269

100

Navistar

1,447

Total

1,716

Pension expenses

TRATON SE

0

Navistar

446

Total remuneration including pension expenses

TRATON SE

269

Navistar

1,893

Total

2,162

Maximum remuneration

Total

4,000

Clawback in accordance with section 162 (1) sentence 2 no. 4 of the AktG

0

1 The fringe benefits also include benefits due to Mr. Carlbaum's secondment to Navistar.

TRATON Annual General Meeting 2023

23

Invitation/Annex to agenda item 6

ANTONIO ROBERTO CORTES

2022

Remuneration component

€ thousand1

in %

Fixed remuneration components

Base salary

TRATON SE

124

55

Volkswagen Truck & Bus

496

Fringe benefits

TRATON SE

0

4

Volkswagen Truck & Bus

40

Total

TRATON SE

124

58

Volkswagen Truck & Bus

536

Total

660

Variable remuneration components

- Profit bonus

(target amount €310 thousand per annum)

TRATON SE

49

22

Volkswagen Truck & Bus

197

- LTI 2019-2021 (performance share plan, three-year term; target amount €310 thousand per

­annum; minus advance payment2)

TRATON SE

46

20

Volkswagen Truck & Bus

183

Sum - remuneration granted and owed

TRATON SE

219

100

Volkswagen Truck & Bus

917

Total

1,136

Pension expenses

TRATON SE

0

Volkswagen Truck & Bus

290

Total remuneration including pension expenses

TRATON SE

219

Volkswagen Truck & Bus

1,207

Total

1,426

Maximum remuneration

Total

1,750

Clawback in accordance with section 162 (1) sentence 2 no. 4 of the AktG

0

  1. Contractually agreed exchange rate: BRL 6.36 = €1
  2. Mr. Cortes received an advance payment on the LTI 2019-2021 of €47 thousand (TRATON SE) and €190 thousand (Volkswagen Truck & Bus) at the beginning of fiscal year 2020. The advance payment does not represent remuneration granted in fiscal year 2022 and is therefore not shown in the table.

ANNET TE DANIEL SKI

2022

Remuneration component

€ thousand

in %

Fixed remuneration components

Base salary

700

54

Fringe benefits

49

4

Total

749

57

Variable remuneration components

- Profit bonus (target amount €700 thousand per annum)

556

43

Sum - remuneration granted and owed

1,305

100

Pension expenses

182

Total remuneration including pension expenses

1,487

Maximum remuneration

3,700

Clawback in accordance with section 162 (1) sentence 2 no. 4 of the AktG

0

TRATON Annual General Meeting 2023

24

Invitation/Annex to agenda item 6

BERND OSTERLOH

2022

Remuneration component

€ thousand

in %

Fixed remuneration components

Base salary

700

51

Fringe benefits

113

8

Total

813

59

Variable remuneration components

- Profit bonus (target amount €700 thousand per annum)

556

41

Sum - remuneration granted and owed

1,369

100

Pension expenses

287

Total remuneration including pension expenses

1,656

Maximum remuneration

3,700

Clawback in accordance with section 162 (1) sentence 2 no. 4 of the AktG

0

ALEX ANDER VL ASK AMP

2022

Remuneration component

€ thousand

in %

Fixed remuneration components

Base salary

688

52

Fringe benefits

87

7

Total

775

58

Variable remuneration components

- Profit bonus (target amount €700 thousand per annum)

556

42

Sum - remuneration granted and owed

1,331

100

Pension expenses

385

Total remuneration including pension expenses

1,716

Maximum remuneration

3,700

Clawback in accordance with section 162 (1) sentence 2 no. 4 of the AktG

0

Explanation

Additional contractual agreements with the members of the Executive Board

Mr. Vlaskamp will be reimbursed for the costs of accommodation at his regular place of work and for weekly family trips home for a period of 18 months following his appointment. The Company is also assuming any relocation, moving, and real estate agent costs incurred as well as the costs of a tax advisor. Out of solidarity with the employees of MAN Truck & Bus SE, who were on short-time work, Mr. Vlaskamp, like all the Executive Board members of MAN Truck & Bus SE, waived 10% of his fixed salary in the months of April and May 2022.

A contractual arrangement with Mr. Cortes specifies the payment of an amount to compensate for the higher tax burden in Germany.

For the duration of their appointments, Ms. Danielski and Mr. Osterloh will be reimbursed for the costs of accommodation at their regular places of work and for weekly family trips home. TRATON SE also committed to reimbursing Mr. Osterloh for the costs of acquiring a class C/CE driver's license, including related follow-up costs.

These benefits for members of the Executive Board are reported in the amounts included for fringe benefits.

TRATON Annual General Meeting 2023

25

Invitation/Annex to agenda item 6

PERFORMANCE CRITERIA FOR VARIABLE REMUNERATION

Bonus performance criteria

Financial subtargets

The following overviews show the values defined by the Supervisory Board for the threshold, target, and maximum values for the financial subtargets, namely operating return on sales and return on investment for fiscal year 2022, and the actual values or target achievement in percent.

2022

Operating return on sales

Maximum value

10.8%

100% target level

6.0%

Threshold value

4.0%

Actual

4.6%

Target achievement (in %)

66.2%

Return on investment

Maximum value

13.8%

100% target level

7.7%

Threshold value

3.8%

Actual

7.7%

Target achievement (in %)

101.0%

Overall target achievement

83.6%

The indicator relevant for calculating operating return on sales and return on capital employed is operating result in the TRATON Operations business area, including Corporate Items. Normally, operating result is used for this purpose without adjustments. However, the Supervisory Board has made use of the option provided for in the remuneration system in accordance with recommendation G.11 of the Code by taking account of extraordinary developments in determining target achievement. The Supervisory Board set the financial subtargets for the bonus for fiscal year 2022 in December 2021. It could not have been foreseen at that point that war would break out in Ukraine, which would also have a severe impact on TRATON's business activities. Against this backdrop, the Supervisory Board decided, for the calculation of operating return on sales and return on investment, to adjust operating result in the TRATON Operations business area (including Corporate Items) for charges incurred directly in connection with the war in Ukraine. These charges comprise mainly impairment losses on property, plant, and equipment, on inventories, on receivables, and on other assets, and other expenses in connection with the sale of the Russian distribution companies of Scania Vehicles & Services and MAN Truck & Bus. After adjustments of €253 million, operating result in the TRATON Operations business area (including Corporate Items) therefore amounted to €1,836 million. The actual figure shown in the table above is therefore 0.6 percentage points higher than the unadjusted figure for operating return on sales and 1.0 percentage points higher for return on investment. This means that target achievement is 66.2% rather than 50.1% for the financial subtarget of operating return on sales and 101.0% rather than 87.1% for the return on investment subtarget.

ESG targets

The following overview shows the values defined by the Supervisory Board for the minimum, target, and maximum values for the Environmental subtarget and the Social subtarget for fiscal year 2022, and the actual value or target achievement in percent in fiscal year 2022.

The Environmental subtarget is based on the decarbonization target. This is based on the ratio of the number of battery electric vehicles and fuel cell electric vehicles sold to the total number of vehicles sold, excluding the MAN TGE model. For fiscal year 2022, this excludes vehicle sales by Navistar for a transitional period. The minimum, target, and maximum values for the Environmental subtarget are defined by the Supervisory Board for each fiscal year and are based in particular on the business plan to achieve a consistently high proportion of battery electric and fuel cell electric vehicles.

TRATON Annual General Meeting 2023

26

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Traton SE published this content on 21 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 December 2023 12:09:16 UTC.