Share transaction

Domination and profit and loss transfer agreement (DPLTA)

The domination and profit and loss transfer agreement previously concluded between Truck & Bus GmbH (now TRATON SE) as the controlling company and MAN SE as the controlled company was terminated for cause pursuant to section 304 (4) of the Aktiengesetz (AktG — German Stock Corporation Act) with effect as of midnight (00:00) on January 1, 2019.

The announcement of the termination of the DPLTA in accordance with section 10 of the Handelsgesetzbuch (HGB — German Commercial Code) was entered in the commercial register on January 3, 2019. The window for tendering shares to TRATON SE pursuant to section 5.6 of the DPLTA will end at midnight (24:00) on March 4, 2019.

MAN shareholders who exercise their right to tender in accordance with section 5.6 of the DPLTA will receive a cash settlement payment of €90.29 for each MAN share tendered to TRATON SE. No interest will be payable on the cash settlement amount.

The payments will be processed by custodian banks only. The custodian banks must have received the declaration of acceptance in due time. Shareholders who do not accept this offer of cash settlement will remain MAN SE shareholders.

Additional information:

Power Engineering Business of MAN SE to be sold to a subsidiary of Volkswagen AG

Rights of the free float shareholders in connection with the decision of the Munich Oberlandesgericht on the proceedings of cash compensation and the termination of the domination and profit and loss transfer agreement between MAN SE and TRATON AG

Termination of the domination and profit and loss transfer agreement with MAN SE according to section 304 para 4 German Stock Cooperation Act (AktG) with effect as of 1 January 2019, 0.00 a.m.

Final decision in the appraisal proceedings (Spruchverfahren) regarding the domination and profit transfer agreement with Volkswagen Truck & Bus AG