Traton : 2024 Annual General Meeting Synopsis of amendments to Art. 13 and 18 of the Articles of Association of TRATON SE proposed to the Annual General Meeting under agenda item 10

TRATON SE

Annual General Meeting 2024

Convenience translation

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

Additional information on agenda item 10 (Amendments to the Articles of Association)

Synopsis of amendments to Art. 13 and 18 of the Articles of Association

of TRATON SE

proposed to the Annual General Meeting

under agenda item 10

(green = addition; red = deletion)

	Current version of the Articles of Association of	Proposed version of the Articles of Association of
	TRATON SE		TRATON SE
	Article 13		Article 13
	Rights and duties of the Supervisory Board		Rights and duties of the Supervisory Board
(1)	The Supervisory Board has all duties and rights	(1)	unchanged
	assigned to it by law and the Articles of Association.
(2)	The following matters and measures of the	(2)	unchanged
	Company and, if explicitly provided for below, the
	Company's subsidiaries require the prior consent of
	the Supervisory Board:
	1. Annual corporate planning in the context of a		1. unchanged
	planning round concept;
	as well as the following transactions and measures		unchanged
	where these do not form part of the annual
	corporate planning as outlined in point 1:

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Current version of the Articles of Association of		Proposed version of the Articles of Association of
	TRATON SE			TRATON SE
2.	Establishment	and	discontinuation	of	2.	Establishment and discontinuation of
	branches of the Company or the Company's		branches of the Company or the Company's
	subsidiaries to the extent the relevant branch		subsidiaries to the extent the relevant
	employs more than 500 employees or is		branch or subsidiary employs more than
	expected to employ more than 500 employees		500 employees or is expected to employ
	in the next three years;				more than 500 employees in the next three
						years;
3.	Establishment and relocation of production or	3.	unchanged
	research and development sites of the
	Company or the Company's subsidiaries;
4.	Formation and dissolution of other entities by	4.	unchanged
	the Company or the Company's subsidiaries to
	the extent the relevant entity employs more
	than 500 people or is expected to employ
	more than 500 people in the next three years
	as well as the acquisition and disposal by the
	Company or the Company's subsidiaries of
	investments in other entities where the entity
	in question employs more than 500 people or
	the expenses associated with the acquisition
	exceed an amount of EUR 100 million;
5.	Investment programs and investments of the	5.	unchanged
	Company and the subgroups that are outside
	the scope of these investment programs
	where each individual investment exceeds
	EUR 10 million;
6. Taking out of	bonds	or loans outside	the	6.	unchanged
	ordinary course of business in excess of EUR
	50 million in each individual case;
7.	Assumption of sureties, guarantees, or similar	7.	unchanged
	liability as well as the granting of loans where
	the measures are outside the ordinary course
	of business and exceed EUR 50 million in each
	individual case;
8.	Acquisition, disposal, and encumbrance of	8.	unchanged
	property and rights equivalent to property
	rights where the value of the individual
	transaction exceeds EUR 10 million;

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Current version of the Articles of Association of	Proposed version of the Articles of Association of
	TRATON SE			TRATON SE
9.	Composition of the management boards of		9.	Composition of the management boards of
	MAN Truck & Bus SE, Volkswagen Truck & Bus			MAN Truck & Bus SE, Volkswagen Truck &
	Indústria e Comércio de Veículos Ltda., Scania			Bus Indústria e Comércio de Veículos Ltda.,
	AB and Scania CV AB, and Navistar			Scania AB, Scania CV AB, andNavistar
	International Corporation as well as of future			International Corporation, TRATON AB and
	subsidiaries of similar size and importance;			TRATON Financial Services AB as well as
				and offuture subsidiaries of similar size and
				importance;
10.	Conclusion of intercompany agreements		10.	unchanged
	(Unternehmensverträge) within the meaning
	of sections 291 ff. of the German Stock
	Corporation Act (Aktiengesetz - AktG);
11.	Implementation of synergy projects which		11.	Implementation of synergy projects which
	affect more than one subgroup and which			affect more than one subgroup and which
	have, or are expected to have within the next			have, or are expected to have within the
	three years, an impact on the employment of			next three years, an impact on the
	more than 250 employees as well as the re-			employment of more than 250 employees
	allocation of existing and the allocation of new			as well as the re-allocation of existing and
	development leads within the TRATON			the allocation of new R&D Areas and Area
	GROUP.			Heads development leadswithin the
				TRATON GROUP.
(3) The	Supervisory Board may stipulate additional	(3)	unchanged
matters that require its consent either in the Rules
of Procedure for the Management Board/the
Supervisory Board or by resolution. In general or in
the event that individual matters meet certain
requirements, it may grant its revocable consent to
certain matters in advance.
(4) The	Supervisory Board is authorized to adopt	(4)	unchanged
resolutions to make amendments to the Articles of
Association that affect only their wording.

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	Current version of the Articles of Association of	Proposed version of the Articles of Association of
	TRATON SE		TRATON SE
Article 18		Article 18
Conditions for participation		Conditions for participation
(1)	Shareholders who registered in time and furnished	(1)	unchanged
	proof of their shareholding are entitled to
	participate in the General Meeting and to exercise
	their voting rights. The registration must be
	received by the Company at the address specified
	in the convening notice for this purpose and within
	the statutory periods. A shorter period, which must
	be stated as a number of days, may be specified in
	the convening notice.
(2)	Registration must be made in text form as defined	(2)	unchanged
	in section 126b of the German Civil Code
	(Bürgerliches Gesetzbuch - BGB) or by any other
	electronic means to be specified by the Company
	and must be in German or English.
(3)	Special proof of shareholding is required for the	(3)	Special proof of shareholding is required for the
	proof of share-holding pursuant to paragraph (1).		proof of shareholding pursuant to paragraph (1).
	Proof of shareholding in ac-cordance with section		Proof of shareholding in accordance with section
	67c para. 3 of the German Stock Corpora-tion Act		67c para. 3 of the German Stock Corporation Act
	(Aktiengesetz - AktG) shall be sufficient in any case.		(Aktiengesetz - AktG) shall be sufficient in any
	The proof of shareholding must refer to the		case. The proof of shareholding must refer to the
	beginning of the 21st day prior to the date of the		beginning ofclose of business on the 21st22nd
	General Meeting and must be received by the		day prior to the date of the General Meeting and
	Company early enough to observe the legally		must be received by the Company early enough
	stipulated period for receipt of the proof by the		to observe the legally stipulated period for
	Company. A shorter period, which must be stated as		receipt of the proof by the Company. A shorter
	a number of days, may be specified in the		period, which must be stated as a number of
	convening notice.		days, may be specified in the convening notice.

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