Daimler Truck : Annual Financial Statements (Entity) Daimler Truck Holding AG 2023

The Management Report of Daimler Truck Holding AG is combined with the Group Management Report in accordance with Section 315 Subsection 5 of the German Commercial Code ("HGB") and is published in the Annual Report 2023. The Annual financial statements and the management report of Daimler Truck Holding AG for financial year 2023, combined with the Group management report, are filed with the operator of the Federal Gazette and published in the Company Register. Daimler Truck Holding AG's Annual Report and the Annual Report for financial year 2023 can also be found on our website at

Daimler Truck | Annual Financial Statements 2023 | Daimler Truck Holding AG

Table of Contents

A | Balance Sheet of Daimler Truck

Income Statement of Daimler Truck

Notes to the Financial Statements of

Daimler Truck Holding AG

Accounting policies and methods

Recognition and measurement

Notes to the Balance Sheet

Receivables and other assets

Notes to the Income Statement

General administrative expenses

Other operating income

Income from profit and loss transfer

Interest income/expense, net

10. Income taxes

11. Net profit (for the year) and proposal for

appropriation of profit

Other financial obligations

Events after the reporting period

Remuneration of the members of the

Board of Management and the Supervisory

Disclosures pursuant to Section 160

Subsection 1 No. 8 of the AktG

Declaration of Compliance with the

German Corporate Governance Code

Members of the Board of Management

and their mandates

Members of the Supervisory Board and

Statement of investments

Board of Management

Independent Auditor's Report

Daimler Truck | Annual Financial Statements 2023 | Daimler Truck Holding AG

Balance Sheet of Daimler Truck Holding AG

In millions of euros

Receivables from subsidiaries

Equity and Liabilities

In millions of euros

Liabilities to subsidiaries

Daimler Truck | Annual Financial Statements 2023 | Daimler Truck Holding AG

Income Statement of Daimler Truck Holding AG

In millions of euros

General administrative expenses

Other operating Income

Income from profit and loss transfer agreement

Interest income/expense, net

Profit after taxes

Net profit (for the year)

Daimler Truck | Annual Financial Statements 2023 | Daimler Truck Holding AG

Notes to the Financial Statements of Daimler Truck Holding AG

Accounting policies and methods

Daimler Truck Holding AG (hereinafter also referred to as the "Company") is entered in the commercial register of the District Court of Stuttgart under HRB 778600 with its business address at 70771 Leinfelden-Echterdingen, Fasanenweg 10 and its registered office in Stuttgart.

Due to its position as the listed parent company of the Daimler Truck Group, Daimler Truck Holding AG is responsible for a wide range of tasks, particularly in the external presentation of the Daimler Truck Group. These tasks include, in particular, external financial reporting and the fulfillment of other statutory disclosure requirements and tax requirements placed on the tax group. The Group-wide, central functions are based at the level of Daimler Truck AG - which provide services to Daimler Truck Holding AG. Daimler Truck Holding AG is thus structured as a management company with the Board of Management and provides management services in the Group. Below the level of the Board of Management, the Company - apart from a few employees with dual employment contracts - has no employees of its own. The financing of the Daimler Truck Group has been secured centrally by Daimler Truck AG and other companies of the Group, where appropriate, in conjunction with guarantees provided by Daimler Truck Holding AG.

The annual financial statements of Daimler Truck Holding AG are prepared in accordance with accounting regulations under commercial law and the supplementary provisions under stock corporation law. Unless otherwise stated, the annual financial statements are presented in millions of euros (€) and compared with the figures at December 31, 2022.

The income statement is prepared in accordance with the cost of sales method, which is predominantly used internationally.

As of December 31, 2023, Mercedes-Benz Group AG, with registered offices in Stuttgart, Germany, directly held 23.44% of

the voting rights in Daimler Truck Holding AG. In addition, Mercedes-Benz Verwaltungsgesellschaft für Grundbesitz mbH (formerly Daimler Verwaltungsgesellschaft für Grundbesitz mbH), with registered office in Schönefeld, Germany, a wholly-owned subsidiary of Mercedes-Benz Group AG, held 6.57% of the voting rights in Daimler Truck Holding AG as of the reporting date. The direct share of voting rights of Mercedes-Benz Group AG directly and attributed via Mercedes-Benz Verwaltungsgesellschaft für Grundbesitz mbH as a subsidiary amounted to 30.01% of the voting rights.

In addition, voting rights in Daimler Truck Holding AG which were transferred via Mercedes-Benz Pension Trust e.V. (formerly Daimler Pension Trust e.V.) to an investment fund at the end of January 2022 to secure pension liabilities of Mercedes-Benz Group AG and Mercedes Benz AG were attributed to Mercedes- Benz Group AG in accordance with Section 34 of the German Securities Trading Act (Wertpapierhandelsgesetz or "WpHG"). According to the information in the voting rights notification of Mercedes-Benz Group AG of January 28, 2022, this affected shares amounting to 4.99% of the share capital of Daimler Truck Holding AG. The total number of voting rights of Mercedes-Benz Group AG or attributed to Mercedes-Benz Group AG under the WpHG as of December 31, 2023 amounted to a total of 35.00% of the voting rights.

In the context of the separation of the commercial vehicle business from the Mercedes-Benz Group in 2021 financial year, Mercedes-Benz Group AG, Mercedes-Benz Verwaltungsgesellschaft für Grundbesitz mbH and Daimler Truck Holding AG entered into a so-called deconsolidation agreement on August 6, 2021, as an annex to the spin-off and hive-down agreement, which took effect upon entry of the spin-off and hive- down in the commercial register of Mercedes-Benz Group AG as the transferring legal entity on December 9, 2021. This is intended to ensure that a de-facto majority of Mercedes-Benz Group AG at the Annual General Meeting of Daimler Truck Holding AG does not lead to a control relationship and a related full consolidation obligation of Daimler Truck Holding AG at

Mercedes-Benz Group AG. To this end, the deconsolidation agreement provides, among other things, that Mercedes-Benz Group AG and Mercedes-Benz Verwaltungsgesellschaft für Grundbesitz mbH undertake not to exercise their voting rights in the election of two out of ten shareholder representatives to the Supervisory Board of Daimler Truck Holding AG at the Annual General Meeting of Daimler Truck Holding AG.

Furthermore, the agreement provides that Mercedes-Benz Group AG and Mercedes-Benz Verwaltungsgesellschaft für Grundbesitz mbH may not exercise their voting rights in the event of an early election or re-election of individual shareholder representatives or in the event of the election of substitute members, insofar as a resolution is adopted on the appointment or reappointment or replacement of a Supervisory Board member in whose original election they did not exercise their voting rights. This also applies to resolutions on the dismissal of Supervisory Board members, insofar as they did not exercise their voting rights in the election of the relevant Supervisory Board members on the basis of the deconsolidation agreement. With regard to the election of the eight shareholder representatives for which Mercedes-Benz Group AG and the Mercedes-Benz Verwaltungsgesellschaft für Grundbesitz mbH are entitled to exercise their voting rights under the deconsolidation agreement, the latter provides that Mercedes-Benz Group AG and Mercedes-Benz Verwaltungsgesellschaft für Grundbesitz mbH must submit corresponding proposals to the Supervisory Board of the Company in good time prior to the adoption of the resolution on its election proposals. The deconsolidation agreement entered into force upon the spin-off taking effect and has an initial term until the conclusion of the fifth Annual General Meeting of Daimler Truck Holding AG following the Annual General Meeting of Daimler Truck Holding AG in 2022, and it will be extended if it is not duly terminated by either party. Subject to any approvals under merger and investment control legislation, the agreement will come to an end in accordance with Section 158 Subsection 2 of the German Civil Code ("BGB") (condition subsequent) if the (in)direct share ownership of Mercedes-Benz Group AG in Daimler Truck Holding AG should fall below 20.00% of the shares.

Daimler Truck | Annual Financial Statements 2023 | Daimler Truck Holding AG

In the context of the Group separation agreement, which is also an annex to the spin-off and hive-down agreement, which was notarized on August 6, 2021, Mercedes-Benz Group AG committed not to sell any of the shares in Daimler Truck Holding AG directly or indirectly held by Mercedes-Benz Group AG at the time of execution of the spin-off and hive-down agreement without the prior consent of Daimler Truck Holding AG until the end of the day that falls 36 months after the first day of trading of the shares in Daimler Truck Holding AG on the Frankfurt Stock Exchange ("lock-up period"). Disposals to affiliated companies within the meaning of Section 15 of the German Stock Corporation Act ("AktG"), or to Mercedes-Benz Pension Trust e.V., as well as any measures that are not caused by any conduct (action, toleration or omission) of Mercedes-Benz Group AG are excluded from this obligation. If, in the opinion of the Board of Management of Mercedes-Benz Group AG, such a disposal is necessary in the sense of prudent and conscientious management (Section 93 Subsection 1 of the AktG, in consideration of the economic and strategic considerations applying at the relevant time, Mercedes-Benz Group AG will, without the prior consent of Daimler Truck Holding AG, not be prevented by the Group separation agreement from disposing of the shares in Daimler Truck Holding AG subject to the lock-up period since the end of the day that falls twelve months after the first day of trading of the shares in Daimler Truck Holding AG on the Frankfurt Stock Exchange (i.e., December 11, 2022). Exceptions to this shall be disposals to a direct competitor of Daimler Truck Holding AG, which shall not be permitted within the lock-up period. Furthermore, Mercedes-Benz Group AG has stated with regard to the manner of disposal to be sought that, in the event of a disposal within the first six years after the first stock-exchange trading day of the shares in Daimler Truck Holding AG, it will sell the relevant shares in Daimler Truck Holding AG primarily in such a way that the disposal results in an increase in the free float of Daimler Truck Holding AG, unless this form of disposal would not be compatible with the duties of care of the Board of Management of Mercedes-Benz Group AG (Section 93 Subsection 1 of the AktG).

Daimler Truck | Annual Financial Statements 2023 | Daimler Truck Holding AG