Daimler Truck Holding AG
Daimler Truck Holding AG: Release of a capital market information

Leinfelden-Echterdingen, September 16, 2024

Disclosure pursuant to Art. 5 para. 1 lit. a) of Regulation (EU) 596/2014 in conjunction with Art. 2 para. 1 of Delegated Regulation (EU) No. 2016/1052

The Board of Management of Daimler Truck Holding AG (“Daimler Truck”) resolved on July 10, 2023, with the approval of the Supervisory Board, to launch a share buyback program for a total purchase price (not including ancillary acquisition costs) of up to EUR 2 billion starting on August 2, 2023. The program is scheduled to be completed by August 1, 2025 (including).

The acquisition of the shares (ISIN DE000DTR0CK8, “Daimler Truck-Shares”) takes place on the stock exchange in two tranches. As part of the first tranche, 31,083,593 own shares have been acquired for a total amount of EUR 1,031,744,780.38 (not including ancillary acquisition costs) over the period of August 2, 2023 until August 30, 2024. During the second tranche, own shares shall be acquired for a total amount of up to EUR 968,255,219.62 (not including ancillary acquisition costs) but in any event not more than 51,211,595 Daimler Truck-Shares from September 17, 2024 until August 1, 2025 under the following conditions. The share buyback in the second tranche is based on the authorization granted by the General Meeting on May 15, 2024 (“Authorization”). The repurchased shares are to be cancelled and the share capital is to be reduced accordingly.

The buyback shall be carried out in accordance with the Authorization and the so called safe-harbour-provision of Art. 5 of Regulation (EU) 596/2014 in conjunction with the provisions of Commission Delegated Regulation (EU) No 2016/1052 of March 8, 2016 supplementing Regulation (EU) 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures (“Delegated Regulation (EU) 2016/1052”).

The buyback is lead-managed by one or more independent credit institutions or investment firms on behalf and for the account of Daimler Truck. The credit institutions will make their decisions on the timing of the acquisition of Daimler Truck-Shares in accordance with Art. 4 para. 2 lit. b) of Delegated Regulation (EU) 2016/1052 independently and uninfluenced by Daimler Truck.

Pursuant to the Authorization, Daimler Truck is allowed to acquire own shares for any permissible purpose up to May 14, 2029, in an amount of up to 10% of the share capital existing at the time of the effectiveness of the resolution by the General Meeting or – if this value is lower – at the time the Authorization is exercised. The amount paid by the Company per share (not including ancillary acquisition costs) may not exceed the price determined at the opening of Xetra-trading (or at the opening of a functionally equivalent successor to the Xetra system) on the Frankfurt Stock Exchange on the day of trading by more than 10% and may not be more than 20% lower than that price.

The credit institution mandated for the second tranche will be obliged to conduct the buyback in compliance with the trading conditions of Art. 3 of Delegated Regulation (EU) 2016/1052 and the specifications contained in the share buyback program. In particular, the Daimler Truck-Shares shall not be purchased at a price higher than the price of the last independent trade or (should this be higher) higher than the current highest independent bid on the trading venue on which the purchase is carried out. In addition, no more than 25% of the average daily share turnover on the trading venue on which the purchase is made will be purchased on one trading day. The average daily share turnover is calculated on the basis of the average daily trading volume during the 20 trading days preceding the respective purchase date.

The Board of Management may terminate the share buyback program – in compliance with legal provisions – at any time. The buyback program may, where needed and legally permitted, be suspended and, if necessary, be resumed at any time.

Independently of the above share buyback program, Daimler Truck may acquire own shares as part of employee share programs. If such an employee share program should be conducted, no own shares will be acquired pursuant to this share buyback program during the acquisition period of the employee share program.

All transactions will be disclosed in accordance with the requirements of Delegated Regulation (EU) 2016/1052, not later than at the end of the seventh trading day after the execution of such transactions. The disclosure will be published in a detailed and aggregated manner. Daimler Truck will provide regular information regarding the progress of the share buyback program at www.daimlertruck.com/investors/share and keep that information available to the public for at least a 5-year period from the date of public disclosure.