Corporate Governance at MAN

Good corporate governance is the basis of decision-making and monitoring processes within the MAN Group.

For this reason, the Executive and Supervisory Boards of MAN SE follow the recommendations of the German Corporate Governance Code, as amended, with the exceptions set out in the Declaration of Conformity.

This Declaration of Conformity was issued by the Executive and Supervisory Boards of MAN SE in December 2017 in accordance with section 161 of the Aktiengesetz (AktG — German Stock Corporation Act).

Original Declaration of Conformity December 2018

Corporate Governance Statement including the Corporate Governance Report 2018 (excerpts from the Annual Report 2018)

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Declaration of Conformity

Declarations of the Executive and Supervisory Boards of MAN SE (formerly MAN Aktiengesellschaft) regarding the recommendations of the "Government Commission German Corporate Governance Code" pursuant to para. 161 AktG

Original Declaration of Conformity December 2018

Original Declaration of Conformity December 2017

Original Declaration of Conformity December 2016

Original Declaration of Conformity December 2015

Original Declaration of Conformity December 2014

Original Declaration of Conformity December 2013

Original Declaration of Conformity December 2012

Report on Risks and Opportunities

Operating a business entails constant exposure to risks. But every company also takes conscious risks to try and benefit from perceived market opportunities. The MAN Group has developed an effective risk management system oriented to the needs of its business activities. This system constantly adapts to changing conditions and current developments.

Report on Risks and Opportunities (Abstract of the Annual Report 2018)

Audit

In the reporting period, the Supervisory Board proposed PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich (PwC), as auditors of the financial statements; the Annual General Meeting endorsed its proposal. PwC provided MAN’s Audit Committee with confirmation of its independence. It was also agreed that the Chairman of the Audit Committee would be immediately informed of any grounds for disqualifying the auditors or questioning their impartiality that might occur during the audit, unless such grounds could be immediately eliminated.

Targets for the percentage of women

In the following, you will find information for the companies of the MAN Group on the targets for the percentage of women and on the deadline for reaching the goals pursuant to section 289f (2) of the Handelsgesetzbuch (HGB — German Commercial Code) and section 289f (4) of the HGB in conjunction with sections 76 (4) and 111 (5) of the Aktiengesetz (AktG — German Stock Corporation Act) and sections 36 and 52 of the Gesetz betreffend die Gesellschaften mit beschränkter Haftung (GmbHG — German Limited Liability Companies Act).

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MAN SE

In accordance with section 17 (2) of the SE-Ausführungsgesetz (SEAG — German SE Implementation Act), the Supervisory Board of a listed SE, whose Supervisory Board has an equal number of shareholder and employee representatives, must be at least 30% women and at least 30% men.

The Supervisory Board of the Company has satisfied these requirements since the most recent elections to the Supervisory Board at the 2016 Annual General Meeting.

Pursuant to section 111 (5) of the AktG, the Supervisory Board of MAN SE has again set a target of 0% for female members of the Executive Board in the period from January 1, 2017 to December 31, 2021. Pursuant to section 76 (4) of the AktG, the Executive Board of MAN SE has likewise set the following goals for females in the two management levels directly below the Executive Board in the period from January 1, 2017 to December 31, 2021: 29.2% for females in the first management level below the Executive Board and 40% for females in the second management level below the Executive Board.

MAN Truck & Bus SE

Pursuant to section 111 (5) of the AktG, the Supervisory Board of the company has set a target of 18.8% for female members on the Supervisory Board and 0% for female members on the Executive Board in the period from January 1, 2017 to December 31, 2021.

Pursuant to section 76 (4) of the AktG, the Executive Board of the company has likewise set the following goals for females in the two management levels directly below the Executive Board in the period from January 1, 2017 to December 31, 2021: 9.4% for females in the first management level below the Executive Board and 12.1% for females in the second management level below the Executive Board.

MAN Truck & Bus Deutschland GmbH

Pursuant to section 111 (5) of the AktG, the Supervisory Board of MAN Truck & Bus Deutschland GmbH has set a target of 16.7% for female members on the Supervisory Board and 0% for female Directors in the period from January 1, 2017 to December 31, 2021.

Pursuant to section 36 of the GmbHG, the Directors of MAN Truck & Bus Deutschland GmbH have likewise set the following goals for females in the two management levels directly below the Directors in the period from January 1, 2017 to December 31, 2021. 9.5% for females in the first management level below the Directors and 29.4% for females in the second management level below the Directors.