Traton : 2024 Annual General Meeting Invitation including agenda (convenience translation)

Annual General Meeting 2024

INVITATION

Invitation

Invitation to the Annual General Meeting of TRATON SE at 10 a.m. (CEST) on Thursday, June 13, 2024

Convenience translation

This translation is a working translation only. In cases of discrepancies to the German version the German version prevails.

TRATON SE

Munich

International Securities Identification Number (ISIN) DE000TRAT0N7

German Securities Identification Number (WKN): TRAT0N

Invitation to the Annual General Meeting (virtual General Meeting)

Dear Shareholders,

We hereby invite you to the Annual General Meeting of TRATON SE, which will take place at 10:00 a.m. (CEST) on Thursday, June 13, 2024. The meeting will be held as a virtual General Meeting without the physical presence of shareholders or their authorized representatives (with the exception of the Company's proxies) at the General Meeting venue.

The entire meeting will be broadcast in video and audio online at www.traton.com/agm for duly registered shareholders via the Company's password-protected online portal (Shareholder Portal) (cf. more detailed information following the reproduction of the agenda with the proposed resolutions). Shareholders that have duly registered for the Annual General Meeting and their authorized representatives can use the Shareholder Portal to dial into the virtual General Meeting electronically. The voting rights of the duly registered shareholders shall be exercised - also in case of an authorization of third parties - exclusively by way of electronic absentee voting or by issuing authorization and voting instructions to the proxies appointed by the Company.

The venue of the Annual General Meeting within the meaning of the Aktiengesetz (AktG - German Stock Corporation Act) is the ICM - International Congress Center Messe München, Am Messesee 6, 81829 Munich, Germany. Shareholders and their authorized representatives (with the exception of the Company's proxies) have no right and no option to attend the meeting in person on site.

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1. AGENDA

and resolutions proposed for the Annual General Meeting of TRATON SE on Thursday, June 13, 2024:

1. Presentation of the adopted annual financial statements of TRATON SE and the approved consolidated financial statements for the year ending December 31, 2023, in addition to the combined management report of TRATON SE and the TRATON GROUP for the 2023 fiscal year as well as the report of the Supervisory Board

The documents listed under agenda item 1 also include the explanatory report on disclosures required by sections 289a, 315a of the Handelsgesetzbuch (HGB - German Commercial Code)1. The documents are available online at www.traton.com/agm. The same applies to the Executive Board's proposal on the appropriation of the net retained profit.

All of the documents to be submitted will also be available there during the Annual General Meeting and will be explained in more detail during the meeting. No resolution is planned for item 1 on agenda since the Supervisory Board approved the annual and consolidated financial statements, prepared by the Executive Board, in accordance with statutory provisions. The annual financial statements are thus adopted in accordance with section 172 sentence 1 of the AktG.

2. Appropriation of the net retained profit

The Executive Board and the Supervisory Board propose to use TRATON SE's net retained profit in the amount of €952,103,234.30 for the completed fiscal year 2023 as follows:

a) Distribution of a dividend of €1.50 for each no-par value share entitled to a dividend:	€750,000,000.00
b) Transfer to retained earnings:	€0.00
c) Profit carried forward:	€202,103,234.30

In case the Company should hold treasury shares at the time of the Annual General Meeting, which are not entitled to a dividend pursuant to section 71b of the Aktiengesetz (AktG - German Stock Corporation Act), it is proposed to the Annual General Meeting that with a dividend of €1.50 for each no-par value share entitled to a dividend, the portion of the net retained profit attributable to no-par value shares not entitled to a dividend shall be carried forward to new account.

Pursuant to section 58 (4) sentence 2 of the AktG, the claim to payment of the dividend shall be due on the third business day following the Annual General Meeting, therefore on June 18, 2024.

3. Approval of the Executive Board members' actions for fiscal year 2023

The Executive and Supervisory Boards propose that the actions of the Executive Board members in office in fiscal year 2023 be approved for this period.

4. Approval of the Supervisory Board members' actions for fiscal year 2023

The Executive and Supervisory Boards propose that the actions of the Supervisory Board members in office in fiscal year 2023 be approved for this period.

5. Appointment of auditors

The Supervisory Board proposes that EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Munich, Germany,

1. be appointed as auditors of the single-entity financial statements and the consolidated financial statements for fiscal year 2024, as auditors for the review of the condensed financial statements and the interim management report for the first half of the fiscal year 2024, and for a potential review of additional interim financial information within the meaning of section 115 (7) of the Wertpapierhandelsgesetz (WpHG - German Securities Trading Act) in fiscal year 2024, and
2. be appointed as auditors for a potential review of additional interim financial information within the meaning of section 115 (7) of the WpHG in fiscal year 2025 until the next Annual General Meeting.

The proposal for the auditors to be appointed is based on the Audit Committee's recommendation.

1 The relevant provisions for stock corporations with their registered office in Germany, in particular the provisions of the HGB and the AktG apply to the Company due to the conflict of law rules set out in Article 5, point c) ii) of Article 9(1), Article 53 as well as Article 61 of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (SE Council Regulation) unless otherwise provided for by more specific provisions of the SE Council Regulation.

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The Audit Committee stated that its recommendation is free from any improper influence by third parties and that it is not subject to any clause restricting the choice within the meaning of Article 16(6) of the Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public- interest entities and repealing Commission Decision 2005/909/EC (Statutory Audit Regulation).

It is intended to take separate votes on agenda items 5.1. and 5.2.

6. Approval of the remuneration report for fiscal year 2023

The Executive and Supervisory Boards of TRATON SE have prepared a remuneration report pursuant to section 162 of the Aktiengesetz (AktG - German Stock Corporation Act). The auditor has audited the remuneration report pursuant to section 162 (3) of the AktG to ensure that it contains all disclosures required by law. The auditor has gone beyond the legal requirements and also reviewed the contents of the remuneration report. The report on the audit of the remuneration report is enclosed with the remuneration report as part of the auditor's report.

The remuneration report audited by the auditor in this manner must be submitted to the Annual General Meeting for approval.

The remuneration report for fiscal year 2023 prepared and audited in accordance with section 162 of the AktG is reproduced together with the audit report as an Annex to this agenda item 6 following the agenda and can be viewed on the Company's website at

www.traton.com/agm

from the time of notice of the Annual General Meeting. It can also be viewed there during the Annual General Meeting.

The Executive and Supervisory Boards propose that the Annual General Meeting approves the remuneration report prepared and audited in accordance with section 162 of the AktG.

7. Resolution on the approval of the amended remuneration system for the members of the Executive Board

Pursuant to section 120a (1) of the Aktiengesetz (AktG - German Stock Corporation Act), the general meeting of listed companies resolves on the approval of the remuneration system for the members of the Executive Board resolved on and submitted by the Supervisory Board in the case of any material amendment to the system, however at least every four years.

The Supervisory Board has resolved to amend the remuneration system for the Executive Board members, which was most recently approved by the Annual General Meeting on June 9, 2022, and adopted a resolution on an amended remuneration system for the Executive Board members (the amended remuneration system 2024). The amended remuneration system 2024 further develops the remuneration system approved by the Annual General Meeting on June 9, 2022. In particular, the changes include introducing net cash flow in the TRATON Operations business area to replace return on investment as a financial subtarget for profit bonus payments and adjusting the maximum value for target achievement for earnings per TRATON share as part of the performance share plan, the thresholds for profit bonus payments and the performance share plan, and maximum remuneration. A fringe benefit cap will also be introduced for the Chief Executive Officer of TRATON SE.

According to the existing remuneration system for the Executive Board members, the criterion of mood index is moreover used in the profit bonus within the scope of the ESG factor for the social subtarget. The mood index measures the overall mood among the workforce on the basis of a so-called mood barometer. This method of determining the overall mood is to be changed. The mood index criterion is likely to be suspended until a new method for determining the overall mood has been introduced. The new gender index is to be used for the social subtarget in this connection. This index is linked to the development of the proportion of women in executive positions in companies of the TRATON GROUP and contributes to the advancement of women in the TRATON GROUP. The remuneration system for the Executive Board members is therefore also to be adjusted accordingly in this regard.

The amended remuneration system 2024 is set to enter into force as soon as it is submitted to the Annual General Meeting for approval and can be applied with retroactive effect from January 1, 2024, once it is approved. The amended remuneration system 2024 for the Executive Board members is reproduced in the Annex to this agenda item 7 following the agenda. In addition, it can be accessed on the Company's website at

www.traton.com/agm

from the time of notice of the Annual General Meeting. It can also be viewed there during the Annual General Meeting.

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The Supervisory Board proposes that the Annual General Meeting approve the amended remuneration system 2024 for the Executive Board members.

8. Resolution on amending the remuneration and the remuneration system for the Supervisory Board members and corresponding amendment to the Articles of Association

Pursuant to section 113 (3) of the Aktiengesetz (AktG - German Stock Corporation Act), listed companies are to adopt a resolution on the remuneration of their Supervisory Board members at least once every four years. The remuneration of the Supervisory Board members is laid down in Article 16 of the Articles of Association. The decision on whether to amend the remuneration and the remuneration system must be made by the General Meeting. The currently applicable regulations on the remuneration of the Supervisory Board members have been in place since TRATON SE was founded in 2019. The Annual General Meeting of TRATON SE most recently confirmed the existing remuneration regulation on June 30, 2021, with 99.99% of the votes cast and resolved on a corresponding remuneration system for the members of the Supervisory Board pursuant to section 113 (3) of the AktG for the first time.

A regular review of the remuneration of the Supervisory Board members was conducted with the help of a well-known, independent external remuneration consultancy that also paid particular attention to the Supervisory Board remuneration of comparable DAX companies and other Volkswagen Group companies. This review concluded that the remuneration system for the members of the Supervisory Board of TRATON SE is currently in line with standard market practice, the requirements of the German Stock Corporation Act, and the recommendations and suggestions of the German Corporate Governance Code. The remuneration amount received by Supervisory Board members of DAX companies, on the other hand, has evolved dynamically. This also reflects the growing importance and responsibility of Supervisory Board members. Having conducted their own in-depth review, the Supervisory and Executive Boards concluded that the amount of the remuneration received by the Supervisory Board members should be adjusted so that it remains in the interest of TRATON SE and commensurate with the duties of the individual Supervisory Board members and the position of TRATON SE, also in comparison with the remuneration received by Supervisory Board members of comparable listed companies in Germany and when measured against other Volkswagen Group companies. The remuneration regulations also continue to take into account the recommendations and suggestions of the German Corporate Governance Code for the remuneration of members of the Supervisory Board.

The Executive Board and the Supervisory Board therefore propose that the Annual General Meeting adjust the existing remuneration regulations for the Supervisory Board members in the Articles of Association as follows and resolve the adjusted remuneration system for the members of the Supervisory Board reproduced in the Annex to this agenda item 8 following the agenda. In addition, the remuneration system for the members of the Supervisory Board can be viewed on the Company's website at

www.traton.com/agm

from the time of notice of the Annual General Meeting. It can also be viewed there during the Annual General Meeting.

Article 16 of the Articles of Association of TRATON SE shall be reworded as follows:

Article 16 Remuneration, insurance

1. The Supervisory Board members receive fixed annual remuneration of EUR 100,000. The Chairman of the Supervisory Board receives three times, and the Deputy Chairman twice, the remuneration of a full member.
2. In addition, the Supervisory Board members receive additional fixed annual remuneration of EUR 50,000 per committee for their work on Supervisory Board committees, provided that the relevant committee met at least once per year to perform its tasks. Membership of the Nomination Committee and the Mediation Committee pursuant to section 27 para. 3 of the German Codetermination Act (Mitbestimmungsgesetz - MitbestG), where such a committee has been established, shall not be taken into account. The Chairmen of the committees receive twice, and the Deputy Chairmen one and a half times, the committee remuneration specified above. Committee activities are taken into account for a maximum of two committees; the two functions with the highest remuneration shall be taken into account in the event that this maximum is exceeded.
3. Members of the Supervisory Board that are Supervisory Board members or hold office as Chairman or Deputy Chairman of the Supervisory Board for part of a fiscal year only receive the relevant proportionate remuneration. This will apply mutatis mutandis to the remuneration as member or Chairman of a committee.
4. The member in question receives an attendance fee of EUR 1,000 for attending a meeting of the Supervisory Board or a committee; if several meetings are held on the same day, the attendance fee is only paid once.

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1. The Company shall take care to ensure that third-party liability insurance with a deductible has been taken out for the benefit of the Supervisory Board members. In addition to the remuneration pursuant to the paragraphs above, the Company shall reimburse the Supervisory Board members for the reasonable expenses incurred by them in connection with exercising their Supervisory Board role as well as for any VAT payable on their remuneration and expenses.
2. The remuneration pursuant to paragraphs (1) and (2) as well as the attendance fee pursuant to paragraph (4) are payable after the end of the Annual General Meeting accepting, or deciding on the adoption of, the consolidated financial statements for the fiscal year for which the remuneration or the attendance fee are paid.

The above rewording of Article 16 of the Articles of Association will enter into effect upon registration in the commercial register and is then to be applied for the first time with retroactive effect for the fiscal year that began on January 1, 2024.

9. Election of Supervisory Board members

The end of the Annual General Meeting on June 13, 2024, also marks the end of the term of office for current Supervisory Board members. A re-election is therefore necessary.

Pursuant to (i) Article 40(2) and 40(3) of the SE Council Regulation, (ii) section 17 of the SE-Ausführungsgesetz (SEAG - German SE Implementation Act), (iii) section 21 (3) of the SE-Beteiligungsgesetz (SEBG - German SE Employee Involvement Act), (iv) section IV. of the agreement on future employee involvement in TRATON SE as of August 28, 2018 (hereinafter referred to as the Agreement on Employee Involvement), and (v) Article 11 (1) of the Company's Articles of Association, the Company's Supervisory Board is comprised of twenty (20) members, of which ten are shareholder representatives and ten are employee representatives. In accordance with Article 11 (2) sentence 1 of the Company's Articles of Association, shareholder representatives are elected by the Annual General Meeting and are not bound by election proposals. In line with the provisions of the Agreement on Employee Involvement, employee representatives are elected by the relevant employee representative bodies directly.

Pursuant to section 17 (2) of the SEAG, the Supervisory Board must be comprised of at least 30% of women and 30% of men. These minimum requirements are to be fulfilled by the Supervisory Board as a whole provided the shareholder or the employer representatives do not object to this being the case. The Company's shareholder representatives have objected to this being the case. This means that both the shareholder representatives on the Supervisory Board and the employee representatives on the Supervisory Board must have at least three female and at least three male members.

The Supervisory Board is currently composed of three female and seven male shareholder representatives and four female and six male employee representatives. This means that both the shareholder and the employee representatives meet the minimum requirements for the number of men and women. This will also continue to be the case for the shareholder side in the future following the election of the candidates proposed by the Supervisory Board.

The election proposals of the Supervisory Board take into account the goals resolved on by the Supervisory Board for its composition and also endeavor to fulfill the skills and expertise profile developed by the Supervisory Board for this governing body as a whole. The goals and the skills and expertise profile as well as their implementation status were published in the Corporate Governance Statement on fiscal year 2023. This is available on the Company's website at www.traton.com/agm as part of the Annual Report.

The Supervisory Board proposes - in line with the recommendation of the Nomination Committee - to elect the following candidates as shareholder representatives on TRATON SE's Supervisory Board with effect from the end of the Annual General Meeting on June 13, 2024, for a period until the end of the Annual General Meeting voting to approve the Supervisory Board's actions for fiscal year 2028:

1. Mr. Hans Dieter Pötsch, resident in Wolfsburg, Chairman of the Executive Board of Porsche Automobil Holding SE and Chairman of the Supervisory Board of Volkswagen Aktiengesellschaft,
2. Ms. Ödgärd Andersson, resident in Gothenburg (Sweden), Chief Executive Officer of Zenseact AB (Sweden),
3. Dr. Manfred Döss, resident in Wolfsburg, member of the Executive Board of Volkswagen Aktiengesellschaft and member of the Executive Board of Porsche Automobil Holding SE,
4. Mr. Gunnar Kilian, resident in Lehre, member of the Executive Board of Volkswagen Aktiengesellschaft,
5. Dr. Albert Xaver Kirchmann, resident in Lindau/Bodolz, Self-employed Industrial Consultant,
6. Dr. Julia Kuhn-Piëch, resident in Salzburg (Austria), real estate manager,
7. Ms. Nina Macpherson, resident in Stocksund (Sweden), Member of the Board of Directors of Scania AB and Scania CV AB,
8. Dr. Dr. Christian Porsche, resident in Salzburg (Austria), specialist in neurology in private practice,

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1. Dr. Wolf-Michael Schmid, resident in Helmstedt, Managing director/shareholder of various companies, amongst others of Ingenieur Otto Meyer Gesellschaft mit beschränkter Haftung & Co. KG, Hanover, and
   Dr. W.-M. Schmid GmbH, Helmstedt,
2. Mr. Frank Witter, resident in Braunschweig, former member of the Executive Board of Volkswagen Aktiengesellschaft and Supervisory Board member.

It is intended to take separate votes on agenda items 9.1. through 9.10.

If Mr. Hans Dieter Pötsch is elected by the Annual General Meeting as part of the establishment of the new Supervisory Board, it is intended for his candidacy to be proposed for the role of Chairman.

Mr. Frank Witter and Mr. Torsten Bechstädt, in particular, have expertise in the areas of financial reporting and auditing as required by section 100 (5) of the Aktiengesetz (AktG - German Stock Corporation Act).

After extensive deliberations, the Supervisory Board has decided to propose Dr. Schmid for re-election to the Supervisory Board, even though he has exceeded the standard retirement age of 75 years set out in the Rules of Procedure for membership of the Supervisory Board. The Supervisory Board is of the opinion that Dr. Schmid has special experience and knowledge due to his many years of service and previous activities on the Supervisory Board of the Company, which he will continue to contribute in the future in the interest and for the benefit of the Company.

In the view of the shareholder representatives on the Supervisory Board, Ms. Ödgärd Andersson, Ms. Nina Macpherson, Dr. Albert Xaver Kirchmann, Dr. Wolf-Michael Schmid, and Mr. Frank Witter can be considered independent within the meaning of the German Corporate Governance Code.

Further information on the candidates, including information on their memberships of other statutory supervisory bodies and comparable supervisory bodies within and outside Germany, is provided in the Annex to this agenda item 9 after the agenda and will also be available online at

www.traton.com/agm

from the time of the notice of the Annual General Meeting is issued.

10. Resolution on the amendments to the Articles of Association

10.1. Resolution on the amendment to Article 18 (3) sentence 3 of the Articles of Association

Article 18 (3) sentence 1 of the Company's Articles of Association specifies a special proof of shareholding as proof of shareholding pursuant to Article 18 (1) of the Articles of Association. In accordance with Article 18 (3) sentence 2 of the Articles of Association, proof of shareholding in accordance with section 67c (3) of the Aktiengesetz (AktG - German Stock Corporation Act) shall be sufficient in any case. In accordance with Article 18 (3) sentence 3 of the Articles of Association, the proof of shareholding must refer to the beginning of the 21st day prior to the date of the General Meeting and must be received by the Company early enough to observe the legally stipulated period for receipt of the proof by the Company.

The Gesetz zur Finanzierung von zukunftssichernden Investitionen (ZuFinG - German Act on Financing Future-proofInvestments) amended section 123 (4) sentence 2 of the AktG, which means that the proof of shareholding to determine eligibility for taking part in the Annual General Meeting should no longer refer to beginning of the 21st day prior to the date of the Annual General Meeting, but to the close of business on the 22nd day prior to the date of the Annual General Meeting. The only reason for the amendment of the corresponding piece of legislation was to align it with the definition of the record date set out in Article 1 no. 7 of the Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights. There is no material change in dates associated with this amendment.

Article 18 (3) sentence 3 of the Articles of Association is to be amended to ensure it contains the same wording as the amended regulation.

10.2. Resolution on the amendment to Article 13 (2) no. 2 of the Articles of Association

Article 13 (2) of the Company's Articles of Association defines the transactions and measures of the Company and, if expressly provided for, of subsidiaries of the Company that require the prior consent of the Supervisory Board. Article 13

1. no. 2 of the Articles of Association regulates the Supervisory Board's approval requirement for the establishment and discontinuation of branches of the Company or the Company´s subsidiaries to the extent the branch in question employs

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more than 500 people or is expected to employ more than 500 employees in the next three years; in future this threshold of 500 employees shall also apply to the establishment and discontinuation of subsidiaries.

10.3. Resolution on the amendment to Article 13 (2) no. 9 of the Articles of Association

Article 13 (2) of the Company's Articles of Association defines the transactions and measures of the Company and, if expressly provided for, of subsidiaries of the Company that require the prior consent of the Supervisory Board. Article 13

1. no. 9 of the Articles of Association regulates the Supervisory Board's approval requirement with regard to the composition of the management boards of certain subsidiaries; due to strategic decisions by the Company to create cross-brand Group structures this shall be amended.

10.4. Resolution on the amendment to Article 13 (2) no. 11 of the Articles of Association

Article 13 (2) of the Company's Articles of Association defines the transactions and measures of the Company and, if expressly provided for, of subsidiaries of the Company that require the prior consent of the Supervisory Board. Article 13

1. no. 11 of the Articles of Association regulates the Supervisory Board's approval requirement with regard to the implementation of synergy projects and the redistribution and reallocation of development leads within the TRATON GROUP; this shall be adapted to reflect the changed R&D structures.

The Executive and Supervisory Boards propose that the following resolution be adopted:

10.1. Article 18 (3) sentence 3 of the Company's Articles of Association shall be reworded as follows:

"The proof of shareholding must refer to the close of business on the 22nd day prior to the date of the General Meeting and must be received by the Company early enough to observe the legally stipulated period for receipt of the proof by the Company."

10.2. Article 13 (2) 2. of the Company's Articles of Association shall be reworded as follows:

"2. Establishment and discontinuation of branches of the Company or the Company's subsidiaries to the extent the relevant branch or subsidiary employs more than 500 employees or is expected to employ more than 500 employees in the next three years;"

10.3. Article 13 (2) no. 9 of the Company's Articles of Association shall be reworded as follows:

"9. Composition of the management boards of MAN Truck & Bus SE, Volkswagen Truck & Bus Indústria e Comércio de Veículos Ltda, Scania AB and Scania CV AB, Navistar International Corporation, TRATON AB and TRATON Financial Services AB and future subsidiaries of similar size and importance;"

10.4. Article 13 (2) no.11 of the Company's Articles of Association shall be reworded as follows:

"11. Implementation of synergy projects which affect more than one subgroup and which have, or are expected to have within the next three years, an impact on the employment of more than 250 employees as well as the re-allocation of existing and the allocation of new R&D Areas and Area Heads within the TRATON GROUP."

The intention is to put agenda item 10 to the vote as a whole.

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Invitation/Annexes to agenda item 6

1. FURTHER INFORMATION ON THE AGENDA

Annexes to agenda item 6

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

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components and explains the targets, especially in respect of how the remuneration is intended to foster the Company's long-term development.

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.

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 Annual General Meeting 2024

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