MAN Shares

Fiscal 2018 – annual cash compensation payment

The domination and profit and loss transfer agreement (DPLTA) between TRATON SE (formerly Volkswagen Truck & Bus GmbH, Volkswagen Truck & Bus AG, TRATON AG) as the controlling company and MAN SE as the controlled company, which was terminated with effect as of midnight (00:00) on January 1, 2019, was still in force for fiscal 2018.

As a result of the DPLTA, MAN SE does not distribute dividends. Instead, MAN SE shareholders will receive a cash compensation payment from TRATON SE for the 2018 fiscal year. The cash compensation payment amounts to €5.10 (net of corporate income tax and solidarity surcharge) per MAN common or preferred share. This amount is derived from a gross cash compensation payment of €5.47 per MAN common or preferred share as determined by court.

The cash compensation payment is due on the first bank working day following the 2019 Annual General Meeting (see Financial Calendar for dates). Only MAN shareholders in possession of MAN SE shares at the time at which the payment is due will receive compensation. If MAN shareholders choose (or chose) to exercise their right to tender their MAN shares by March 4, 2019, as a result of the termination of the DPLTA, they will no longer be entitled to receive the cash compensation payment for fiscal 2018.

Retrospective payment of increased compensation (“guaranteed dividend”) for the 2013 fiscal year

In accordance with the ruling of correction of the Higher Regional Court (Oberlandesgericht) of Munich dated December 17, 2018, the guaranteed dividend for the 2013 fiscal year has increased from €3.07 (net of corporate income tax and solidarity surcharge) to €5.10 (net of corporate income tax and solidarity surcharge) per MAN common or preferred share. This amount is derived from a gross cash compensation payment of €5.47 per MAN common or preferred share as determined by court.

Shareholders who held MAN shares on the cut-off date of May 15, 2014, and therefore received the guaranteed dividend amount of €3.07 (net of corporate income tax and solidarity surcharge) per MAN share that was originally agreed for fiscal 2013 will receive a corresponding retrospective payment (“guaranteed dividend addition”):

The guaranteed dividend addition will be paid out regardless of whether the shareholder in question has accepted the 2019 offer of cash compensation, which is valid until midnight (24:00) on March 4, 2019 (see the “Share transaction” section).

The payout will be made in two steps.

Payout 1:

In the first instance, €1.52 will be paid out for each MAN share held on the cut-off date. Payout 1 will be made in the same way as the original payment of the guaranteed dividend for the 2013 fiscal year and is expected to be transacted by Clearstream Banking AG on February 27, 2019, with the value date of February 27, 2019.

Payout 2:

An additional payout of €0.51 per MAN share will be made to MAN shareholders and for MAN shares that the shareholder in question held on the cut-off date of May 15, 2014, and that he/she did not tender to TRATON SE by October 12, 2018, as part of the 2018 settlement offer pursuant to section 5.1 of the domination and profit and loss transfer agreement.

For all requests submitted to and verified by the central settlement center (Zentrale Abwicklungsstelle) by February 27, 2019, the center is expected to transfer payout 2 to the custodian banks on March 6, 2019. It is the responsibility of the custodian banks to credit the funds to the shareholders entitled to correction by the due date.

Shareholders entitled to correction that tendered the MAN shares they held on the cut-off date to TRATON SE (formerly TRATON AG) by October 12, 2018, as part of the 2018 settlement offer pursuant to section 5.1 of the domination and profit and loss transfer agreement are not entitled to payout 2. These shareholders are only entitled to payout 1.