Traton : Remuneration report of the Executive and Supervisory Boards

REMUNERATION REPORT AND AUDITOR´S REPORT 2023

Remuneration report

Remuneration report and auditor's report pursuant to section 162 of the Aktiengesetz (AktG - German Stock Corporation Act) for fiscal year 2023

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

Despite the ongoing war in Ukraine, market and sales trends changed for the better in fiscal year 2023 and supply chains also stabilized. As a result, the TRATON GROUP was able to achieve its targets in fiscal year 2023. In particular, the TRATON GROUP's unit sales increased by 11% year-on-year to 338,183 units, although market developments varied from region to region. The TRATON GROUP generated sales revenue of €46.9 billion in fiscal year 2023, 16% higher than in the previous year. The substantial increase in sales revenue was primarily the result of higher unit sales of new vehicles, a positive market and product mix, better unit price realization, and growth in the Vehicle Services business. Sales revenue also grew substantially year-on-year in the TRATON Financial Services segment.

Principles of Executive Board remuneration

The remuneration of the members of the Executive Board is based on the revised remuneration system ("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 remuneration system on June 9, 2022, with 97.98% of the votes cast. The remuneration system implements the requirements of the AktG in the version as amended by ARUG II and takes account of the recommendations of the German Corporate Governance Code (the Code) as amended on April 28, 2022 (entered into force on June 27, 2022).

The remuneration system applies to all members of the Executive Board with new or extended employment contracts from the date of the 2022 Annual General Meeting. For the members of the Executive Board who were already in office prior to December 16, 2020, the remuneration system shall apply until their contract is renewed and with the proviso that the performance share plan will continue to have a performance period of three years. This applied to Mr. Levin and Mr. Cortes in fiscal year 2023. In fiscal year 2023, the Supervisory Board extended the appointment of Mr. Levin and Mr. Cortes, which was set to expire on January 17, 2024, for a further term of office in each case. As a result of this, a performance share plan with a four-year performance period also applies to Mr. Levin and Mr. Cortes with effect from fiscal year 2024.

The level of the Executive Board remuneration should be appropriate and attractive in the context of the Company's national and international peer group. Criteria include the tasks of the individual Executive Board member, their personal performance, the 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 2022 in the 2022 Remuneration Report. The Annual General Meeting approved the 2022 Remuneration Report on June 1, 2023, with 98.37% of the votes cast. Comments from investors were taken into consideration when preparing the Remuneration Report for fiscal year 2023. For example, an explanation of the composition of the peer group was added.

The following provides an overview of the remuneration system for the Executive Board that was applicable in fiscal year 2023 before discussing the remuneration components in the same reporting period.

Overview of the remuneration components

The following table provides an overview of the components of the remuneration system applicable to the members of the Executive Board for fiscal year 2023. It also provides an overview of the composition of the individual remuneration components and explains the targets, especially in respect of how the remuneration is intended to foster the Company's long-term development.

TRATON

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Remuneration report

2023 Executive Board remuneration system

Component

Fixed remuneration components

Base salary

Fringe benefits

Occupational retirement provision

Variable remuneration components

Profit bonus

Composition

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 occupational retirement provision from TRATON SE but from the respective foreign subsidiary.
• Plan type: target bonus
• Minimum payment amount: €0
• Cap: 180% of the target amount
• Assessment period: profit bonus fiscal year (year for which the bonus is granted)
• Performance criteria:

Financial subtargets:

• Operating return on sales (50%) and return on investment (50%)
  o Operating return on sales is the ratio of operating result in the TRATON Operations business area (including Corporate Items) before tax and excluding adjustments to the corresponding sales revenue.
  o Return on investment is the ratio of operating result in the TRATON Operations business area (including Corporate Items) after tax (normalized tax rate of 30%) and excluding adjustments to the corresponding average invested capital.
• 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

Target

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

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Remuneration report

2023 Executive Board remuneration system

Component

Long-term incentive (LTI)

(Note: for Executive Board members appointed prior to December 16, 2020, a three-year performance period continues to apply until their contract is renewed; in all other respects, however, the terms of the LTI are equivalent to the terms of the performance share plan described for fiscal year 2022.)

Composition

achievement of 50%, 100%, and 180%, 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%

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%
  • 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-looking four- year term
• Minimum payment amount: €0
• 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

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

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Remuneration report

2023 Executive Board remuneration system

Component

Other benefits

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

Composition

• 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.
• If applicable, on the basis of 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.
• Optional payments to compensate for declining variable remuneration 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 base salary paid for the respective fiscal year, the service cost for occupational retirement provision, the fringe benefits granted, the profit bonuses granted for the respective fiscal year and paid out in the following year, the performance share plan paid out in the respective fiscal year and for which the performance period ended immediately before the respective fiscal year, any special payment granted for the respective fiscal year, and any benefits granted to new Executive Board members.
• €5,500 thousand gross for the Chairman of the Executive Board per fiscal year; in general, €3,700 thousand gross for the members of the Executive Board per fiscal year; in deviation from this €1,750 thousand gross for Mr. Cortes and €4,000 thousand gross for the member of the Executive Board who is also CEO of Scania AB and/or Scania CV AB, and €4,000 thousand gross for the member of the Executive Board who is also CEO of Navistar
• 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.

Target

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.

TRATON

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Remuneration report

Remuneration of the Executive Board members appointed in fiscal year 2023

Members of the Executive Board in fiscal year 2023

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

In fiscal year 2023, the Executive Board of TRATON SE had the following members:

Christian Levin: Mr. Levin has been a member of the Executive Board since the effective date of the change of legal form of TRATON AG to TRATON SE on the day this was entered in the commercial register in 2019, and has been the Chief Executive Officer and Chairman of the Executive Board since October 1, 2021. Mr. Levin has also been Chief Executive Officer of Scania AB and Scania CV AB since May 1, 2021. Since October 1, 2021, the 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 fringe benefits and occupational pension benefits solely from Volkswagen Truck & Bus.

Dr. Michael Jackstein: Dr. Jackstein has been a member of the Executive Board of TRATON SE since April 1, 2023.

Catharina Modahl Nilsson: Ms. Modahl Nilsson has been a member of the Executive Board of TRATON SE since April 1, 2023. Ms. Modahl Nilsson has also been the CTO of TRATON AB since April 1, 2023. Ms. Modahl Nilsson received 20% of her fixed and variable remuneration from TRATON SE and 80% from TRATON AB. Ms. Modahl Nilsson received fringe benefits and occupational pension benefits solely from TRATON AB.

Annette Danielski: Ms. Danielski was a member of the Executive Board since October 1, 2021. Ms. Danielski left the Executive Board effective March 31, 2023.

Bernd Osterloh: Mr. Osterloh was a member of the Executive Board since May 1, 2021. Mr. Osterloh left the Executive Board effective March 31, 2023.

Alexander Vlaskamp: Mr. Vlaskamp has been a member of the Executive Board since November 25, 2021, and is also Chief Executive Officer of MAN Truck & Bus SE. Mr. Vlaskamp received no separate remuneration in fiscal year 2023 for his role at MAN Truck & Bus SE. The Supervisory Board of MAN Truck & Bus SE resolved to reimburse TRATON SE for 80% of the remuneration expenses by way of intercompany charging.

TRATON

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Remuneration report

Remuneration granted and owed in fiscal year 2023

In accordance with section 162 (1) sentence 1 of the AktG, the remuneration report must detail the remuneration granted and owed to each individual member of the Executive Board in the past fiscal year.

Table overview

The following tables show the remuneration actually received by the members of the Executive Board in fiscal year 2023. The time of actual payment is not significant. Correspondingly, the remuneration granted in 2023 includes the base salary paid in fiscal year 2023, the fringe benefits, and the profit bonus for fiscal year 2023 paid in the month following approval of the Company's 2023 Consolidated Financial Statements. In fiscal year 2023, the LTI with the 2020-2022 performance period was also paid out and is reported as remuneration granted. As the companies were not in arrears with the 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 components in 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 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 accordance with the remuneration system resolved by the Supervisory Board and approved by the Annual General Meeting.

In addition, the employment contracts of the Executive Board members contain a penalty and clawback provision in accordance with the approved remuneration system. TRATON SE did not make use of these regulations in fiscal year 2023.

To the extent that members of the Executive Board left during fiscal year 2023, only the portion of remuneration attributable to the period of their Executive Board appointment is shown in the following tables. If such Executive Board members receive remuneration for periods after the termination of their Executive Board appointment, e.g., in the case of an expiring employment contract, this is reported in the "Remuneration of former Executive Board members" section.

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

TRATON

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Remuneration report

Christian Levin

					2023
Remuneration component			€ thousand1		in %
Fixed remuneration components
Base salary	TRATON SE	1,220	47
		Scania	630
Fringe benefits	TRATON SE	-	1
		Scania	32
Total	TRATON SE	1,220	48
		Scania	662
		Total	1,882
Variable remuneration components

• Profit bonus 2023
• (target amount €1,350 thousand per annum)
• LTI 2020-2022 (performance share plan, three-year term; target amount €930 thousand per annum; minus advance payment2)

Subtotal - remuneration granted and owed without repayment/offsetting3

‒ Repayment/offsetting of advance payment4

Sum - remuneration granted and owed

Pension expenses

Total remuneration including pension expenses

Maximum remuneration

TRATON SE	1,094	52
Scania	957
TRATON SE	0	0
TRATON AB	0
TRATON SE	2,314	100
Scania	1,619
TRATON AB	0
Total	3,933
TRATON SE		-121		-
TRATON AB		-483
TRATON SE	2,193		-
Scania	1,619
TRATON AB		-483
Total	3,329
TRATON SE		-		-
Scania	918
TRATON SE	2,193
Scania	2,537
TRATON AB		-483
Total	4,247
Total	5,500

1. Contractually agreed exchange rate: SEK 10.78 = €1
2. Mr. Levin received an advance payment on the LTI 2020-2022 of €149 thousand (TRATON SE) and €595 thousand (TRATON AB) at the beginning of fiscal year 2021. The advance payment does not represent remuneration granted in fiscal year 2023 and is therefore not shown in the table. However, the payment amount of the performance share plan for the 2020-2022 performance period calculated after the end of the performance period fell short of the advance payments already made. No further payment amount from the performance share plan for the 2020-2022 performance period is therefore reported as remuneration granted in fiscal year 2023.
3. Subtotal without taking into account the repayment/offsetting of the advance payment, which results in a negative amount granted (see footnote 4). This subtotal is used solely to calculate the relative portions (as a percentage) of the remuneration actually granted to the members of the Executive Board in fiscal year 2023.
4. The LTI 2020-2022 had a target achievement that would have led to payment amounts of €28 thousand (TRATON SE) and €112 thousand (TRATON AB) and thus below the amounts of the advance payments already made to Mr. Levin in fiscal year 2021. Mr. Levin was therefore obliged to repay the differences of €121 thousand (TRATON SE) and €483 thousand (TRATON AB), which are shown here as negative amounts granted. In Mr. Levin's case, these amounts were offset against the profit bonus to be paid out for fiscal year 2022 in fiscal year 2023, the amount of which was reported in the 2022 Remuneration Report.

TRATON

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Remuneration report

Mathias Carlbaum

					2023
Remuneration component
		€ thousand		in %
Fixed remuneration components
Base salary	TRATON SE	150	34
		Navistar	600
Fringe benefits	TRATON SE	-	15
		Navistar1		321
Total	TRATON SE	150	48
		Navistar	921
		Total	1,071
Variable remuneration components

‒ Profit bonus 2023 (target amount €750 thousand per annum)

Sum - remuneration granted and owed

Pension expenses

Total remuneration including pension expenses

Maximum remuneration

TRATON SE	228	52
Navistar	911
TRATON SE	378	100
Navistar	1,832
Total	2,210
TRATON SE		-		-
Navistar	336
TRATON SE	378
Navistar	2,168
Total	2,546
Total	4,000

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

TRATON

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Remuneration report

Antonio Roberto Cortes

					2023
Remuneration component			€ thousand1		in %
Fixed remuneration components
Base salary	TRATON SE	126	52
		Volkswagen Truck & Bus	504
Fringe benefits	TRATON SE	-	4
		Volkswagen Truck & Bus	49
Total	TRATON SE	126	56
		Volkswagen Truck & Bus	553
		Total	679
Variable remuneration components

• Profit bonus 2023 (target amount €350 thousand per annum)
• LTI 2020-2022 (performance share plan, three-year term; target amount €310 thousand per annum; minus advance payment2)

Subtotal - remuneration granted and owed without repayment/offsetting3

‒ Repayment/offsetting of advance payment4

Sum - remuneration granted and owed

‒ Pension expenses

Total remuneration including pension expenses

Maximum remuneration

TRATON SE	106	44
Volkswagen Truck & Bus	425
TRATON SE	0	0
Volkswagen Truck & Bus	0
TRATON SE	232	100
Volkswagen Truck & Bus	978
Total	1,210
TRATON SE		-40		-
Volkswagen Truck & Bus		-161
TRATON SE	192		-
Volkswagen Truck & Bus	817
Total	1,009
TRATON SE		-		-
Volkswagen Truck & Bus	249
TRATON SE	192
Volkswagen Truck & Bus	1,066
Total	1,258
Total	1,750

1. Contractually agreed exchange rate: BRL 5.33 = €1
2. Mr. Cortes received an advance payment on the LTI 2020-2022 of €50 thousand (TRATON SE) and €198 thousand (Volkswagen Truck & Bus) at the beginning of fiscal year 2021. The advance payment does not represent remuneration granted in fiscal year 2023 and is therefore not shown in the table. However, the payment amount of the performance share plan for the 2020-2022 performance period calculated after the end of the performance period fell short of the advance payments already made. No further payment amount from the performance share plan for the 2020-2022 performance period is therefore reported as remuneration granted in fiscal year 2023.
3. Subtotal without taking into account the repayment/offsetting of the advance payment, which results in a negative amount granted (see footnote 4). This subtotal is used solely to calculate the relative portions (as a percentage) of the remuneration actually granted to the members of the Executive Board in fiscal year 2023.
4. The LTI 2020-2022 had a target achievement that would have led to payment amounts of €9 thousand (TRATON SE) and €37 thousand (Volkswagen Truck & Bus) and thus below the amounts of the advance payments already made to Mr. Cortes in fiscal year 2021. Mr. Cortes was therefore obliged to repay the differences of €40 thousand (TRATON SE) and €161 thousand (Volkswagen Truck & Bus), which are shown here as negative amounts granted. In Mr. Cortes's case, these amounts were offset against the profit bonus to be paid out for fiscal year 2022 in fiscal year 2023, the amount of which was reported in the 2022 Remuneration Report.

TRATON

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