Bond TRATON Financial Luxembourg S.A. 0.75% ( DE000A3KNP96 ) in EUR

TRATON Financial Luxembourg S.A.

100 % ⇌

Luxembourg

DE000A3KNP96 ( in EUR )

0.75% per year ( payment 1 time a year)

24/03/2029 - Bond has expired

Prospectus brochure of the bond TRATON Finance Luxembourg S.A DE000A3KNP96 in EUR 0.75%, expired

TRATON Finance Luxembourg S.A. is a captive finance company, a subsidiary of TRATON SE, providing financial services to support the sales and leasing of TRATON Group's commercial vehicles and related services.

The Bond issued by TRATON Financial Luxembourg S.A. ( Luxembourg ) , in EUR, with the ISIN code DE000A3KNP96, pays a coupon of 0.75% per year.
The coupons are paid 1 time per year and the Bond maturity is 24/03/2029

Base Prospectus
12 March 2021
This document constitutes two base prospectuses for the purposes of article 8(1) of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 (the Prospectus Regulation): (i) the base prospectus
of TRATON SE in respect of non-equity securities within the meaning of article 2(c) of the Prospectus Regulation
(Non-Equity Securities) and (ii) the base prospectus of TRATON Finance Luxembourg S.A. in respect of Non-Equity
Securities (together, the Prospectus).

TRATON SE
(Munich, Federal Republic of Germany)
as Issuer
and, in respect of Notes issued by
TRATON Finance Luxembourg S.A.,
as Guarantor
TRATON Finance Luxembourg S.A.
(Strassen, Grand Duchy of Luxembourg)
as Issuer
EUR 12,000,000,000
Debt Issuance Program
(the Program)
This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the
CSSF) as competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such
approval should not be considered as an endorsement of the issuer or of the quality of the notes issued under the
Program (the Notes) that are the subject of this Prospectus. Investors should make their own assessment as to the
suitability of investing in the Notes.
By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the
operation or the quality or solvency of each issuer pursuant to article 6(4) of the Luxembourg act relating to
prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières)
(the Luxembourg Law).
Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and to admit Notes
to trading on the Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg". The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive
2014/65/EU, as amended. However, Notes may also be issued under the Program which are listed on a stock
exchange other than the Luxembourg Stock Exchange or which are not listed on any stock exchange.

Arranger
Deutsche Bank

Dealers
Barclays
BBVA
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Commerzbank
Danske Bank
Deutsche Bank
Goldman Sachs Bank Europe SE
Mizuho Securities
Morgan Stanley
Nordea
Santander Corporate & Investment Banking
SEB
Société Générale Corporate & Investment Banking
Swedbank
UniCredit Bank

This Prospectus and any supplement to this Prospectus will be published in electronic form together with all
documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). The
Prospectus (as supplemented, if applicable) is valid for a period of twelve months from its date of approval. The
validity ends upon the expiration of 12 March 2022.
The obligation to supplement this Prospectus in accordance with article 23 of the Prospectus Regulation in the event
of a significant new factor, material mistake or material inaccuracy does not apply when this Prospectus is no longer
valid.

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RESPONSIBILITY STATEMENT
TRATON SE (TRATON, the Company or the Guarantor) with its registered office in Munich, Federal Republic of
Germany, and TRATON Finance Luxembourg S.A. (TFL) with its registered office in Strassen, Grand Duchy of
Luxembourg, (the Company and TFL each an Issuer and together the Issuers) accept responsibility for the
information contained in this Prospectus and for the information which will be contained in the Final Terms (as
defined herein).
Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the facts
and contains no omission likely to affect its import.
CERTAIN DEFINED TERMS
The terms TRATON GROUP and Group as used in this Prospectus refer to TRATON and its consolidated
subsidiaries. TRATON will subject to certain conditions - acquire all outstanding shares it does not already own of
Navistar International Corporation (Navistar) in mid-2021. Accordingly, the terms "TRATON GROUP" and
"Group", when used in this Prospectus, refer to TRATON and its consolidated subsidiaries excluding Navistar and
its consolidated subsidiaries. In particular, none of the historical consolidated financial information of TRATON
GROUP included in this Prospectus includes Navistar and its consolidated subsidiaries.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
documents incorporated herein by reference and, in relation to any tranche of Notes (each a Tranche), together with
the relevant final terms (the Final Terms). Full information on the Issuers and any Tranche is only available on the
basis of the combination of the Prospectus, any supplement to the Prospectus and the relevant Final Terms.
Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information with regard
to TFL, TRATON, the Notes and the Guarantee which is material in the context of the Program and the issue and
offering of Notes thereunder; that the information contained herein with respect to TFL, TRATON, the Notes and
the Guarantee is accurate in all material respects and is not misleading; that the opinions and intentions relating to it
expressed herein are honestly held and there are no other facts the omission of which would make any of the
information contained herein, or the expression of any such opinions or intentions, misleading in any material respect;
and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements
contained herein.
This Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates
of issue. The delivery of this Prospectus, any supplement thereto, or any Final Terms and the offering, sale or delivery
of any Notes may not be taken as an implication that the information contained in such documents is accurate and
complete subsequent to their respective dates of issue or that there has been no adverse change in the financial
situation of the Issuers or the Guarantor since such date or that any other information supplied in connection with the
Program is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in
the document containing the same.
Each Issuer has undertaken with the Dealers to supplement this Prospectus by publication of a supplement hereto in
a form approved by the Dealers in the event of any significant new factor, material mistake or material inaccuracy
relating to the information included in this Prospectus which is capable of affecting the assessment of the Notes and
which arises or is noted between the time when this Prospectus has been approved and when trading of any Tranche
of Notes on a regulated market begins in respect of Notes issued on the basis of this Prospectus.
No person has been authorized to give any information which is not contained in or not consistent with this Prospectus
or any other document entered into in relation to the Program or any information supplied by any Issuer or any other
information in the public domain and, if given or made, such information must not be relied upon as having been
authorized by the Issuers, the Dealers or any of them.
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Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers, is
responsible for the information contained in this Prospectus or any supplement hereto, or any Final Terms or any
document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant
jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information
contained in any of these documents.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are
required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable
in the European Economic Area in general, the United States of America (United States or U.S.), the United Kingdom
(the UK), Japan, Singapore and Switzerland see "Selling Restrictions". In particular, the Notes have not been and
will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and include notes in
bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered,
sold or delivered in, into nor within the United States or to U.S. persons. Notes issued through CBF (as defined
below) pursuant to the terms of a book-entry registration agreement will only be transferrable by book entry and are
intended to be treated as issued in registered form for U.S. federal income tax purposes.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes may
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect
of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a Distributor) should take into consideration the target market assessment;
however, a Distributor subject to Directive 2014/65/EU (as amended, MiFID II) is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules. None of TRATON and TFL is a manufacturer or Distributor for the purposes of the MiFID Product
Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect
of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a UK Distributor) should take into consideration the target market assessment;
however, a UK Distributor subject to the UK Financial Conduct Authority (FCA) Handbook Product Intervention
and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the UK MIFIR Product Governance Rules. None of TRATON and TFL is a manufacturer or UK Distributor for the
purposes of the UK MIFIR Product Governance Rules.
PRIIPS REGULATION / EEA RETAIL INVESTORS If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to EEA Retail Investors", the relevant Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of article 4(1) of MiFID II or (ii) a customer within the meaning of
Directive 2016/97/EU (as amended, the Insurance Distribution Directive), where that customer would not qualify
as a professional client as defined in point (10) of article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in the Prospectus Regulation. If the above-mentioned legend is included in the relevant Final Terms, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering
or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
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offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
UK PRIIPS REGULATION UK RETAIL INVESTORS If the Final Terms in respect of any Notes includes
a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the
UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in
point (8) of article 2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000, as amended (FSMA), and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point
(8) of article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the EUWA; or (iii) not a
qualified investor as defined in the Prospectus Regulation as it forms part of UK law by virtue of the EUWA. If the
above-mentioned legend is included in the relevant Final Terms, no key information document required by the PRIIPs
Regulation as it forms part of UK law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling
the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the
UK PRIIPs Regulation.
The language of the Prospectus is English. Any part of this Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche of Notes under the Program, the German text of the terms and
conditions (Terms and Conditions) will be controlling and binding. In respect of the German law governed guarantee
(Guarantee) (including the negative pledge contained therein) the German language version is always controlling
and binding.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful
to make such an offer or solicitation.
This Prospectus, any supplement thereto and any Final Terms do not constitute an offer or an invitation to
subscribe for or purchase any Notes.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE PROGRAM, THE
DEALER OR DEALERS (IF ANY) NAMED AS STABILISATION MANAGER(S) (OR PERSONS ACTING
ON BEHALF OF ANY STABILISATION MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF
THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN,
MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION
ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISATION
MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISATION MANAGER(S)) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
ANY U.S. PERSON WHO HOLDS AN OBLIGATION UNDER THIS PROGRAM THAT IS TREATED AS
IN BEARER FORM FOR U.S. FEDERAL INCOME TAX PURPOSES WILL BE SUBJECT TO
LIMITATIONS UNDER THE U.S. INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
IN CLAUSES 165(J) AND 1287(A) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED.
BENCHMARK REGULATION - STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION The Final Terms in respect of any Notes offered on the basis of this Prospectus may specify
that amounts payable under the relevant Notes may be calculated by reference to the Euro Interbank Offered Rate
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(EURIBOR), which as at the date of this Prospectus is provided by the European Money Markets Institute (EMMI).
As at the date of this Prospectus, EMMI appears on the register of administrators and benchmarks established and
maintained by the European Securities and Markets Authority (ESMA) pursuant to article 36 of Regulation (EU)
2016/1011 of the European Parliament and of the Council of 8 June 2016, as amended (the Benchmark Regulation).
The registration status of any administrator under the Benchmark Regulation is a matter of public record and save
where required by applicable law the Issuers do not intend to include in the relevant Final Terms any information on
the registration status of any administrator.
In this Prospectus, all references to , EUR or euro are to the currency introduced at the start of the third stage of the
European economic and monetary union, and defined in article 2 of Council Regulation (EC) No 974/98 of 3 May
1998 on the introduction of the euro, as amended. U.S. dollars, USD or $ refer to the lawful currency of the United
States.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective rating
agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes and
may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
To the extent not otherwise indicated, the information contained in this Prospectus on the market environment,
market developments, growth rates, market trends and competition in the markets in which the Group operates is
taken from publicly available sources, including, but not limited to, third-party studies or the Group's own estimates
that are also primarily based on data or figures from publicly available sources. The information from third-party
sources that is cited here has been reproduced accurately. As far as the Issuers are aware and are able to ascertain
from information published by such third-party, no facts have been omitted which would render the reproduced
information published inaccurate or misleading.
This Prospectus also contains estimates of market data and information derived from these estimates that would not
be available from publications issued by market research firms or from any other independent sources. This
information is based on the Group's internal estimates and, as such, may differ from the estimates made by the
Group's competitors or from data collected in the future by market research firms or other independent sources. To
the extent the Issuers derived or summarized the market information contained in this Prospectus from a number of
different studies, an individual study is not cited unless the respective information can be taken from it directly.
The Issuers have not independently verified the market data and other information on which third parties have based
their studies or the external sources on which the Issuers' own estimates are based. Therefore, the Issuers assume no
responsibility for the accuracy of the information on the market environment, market developments, growth rates,
market trends and competitive situation presented in this Prospectus from third-party studies or the accuracy of the
information on which the Issuers' own estimates are based. Any statements regarding the market environment, market
developments, growth rates, market trends and competitive situation presented in this Prospectus regarding the
TRATON GROUP and its operating divisions are based on own estimates and/or analysis unless other sources are
specified.
The information of any website included in the Prospectus, except for the website www.bourse.lu in the context of
the documents incorporated by reference, does not form part of the Prospectus and has not been scrutinized or
approved by the CSSF.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does
not relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of
amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms
and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict",
"project" and similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Prospectus containing information on future earning capacity, plans and expectations regarding the
TRATON GROUP's business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
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Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuers make
to the best of their present knowledge. These forward-looking statements are subject to risks, uncertainties and other
factors which could cause actual results, including the TRATON GROUP's financial condition and results of
operations, to differ materially from and be worse than results that have expressly or implicitly been assumed or
described in these forward-looking statements. The TRATON GROUP's business is also subject to a number of risks
and uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus to become
inaccurate. Accordingly, investors are strongly advised to read the following sections of this Prospectus: "2 Risk
Factors", "3.1 TRATON SE", "3.2 TRATON Finance Luxembourg S.A." and "4 Business of the TRATON GROUP".
These sections include more detailed descriptions of factors that might have an impact on the TRATON GROUP's
business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In
addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update any forward-
looking statement or to conform these forward-looking statements to actual events or developments.
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures (APMs) such as equity ratio, gross liquidity, net
financial debt, operating return on sales of the TRATON GROUP that are not required by, or presented under the
International Financial Reporting Standards as adopted by the European Union (IFRS). The management of the
TRATON GROUP uses these APMs internally to benchmark performance over time and against peers/competitors.
These APMs, however, are not defined under, or prepared in accordance with IFRS, and may be calculated differently
within other industries and even by the TRATON GROUP's competitors within the commercial vehicle industry.
Additionally, the APMs presented by the TRATON GROUP in this Prospectus are unaudited. Such APMs must be
considered only in addition to, and not as a substitute for or superior to, financial information prepared in accordance
with IFRS included or incorporated by reference elsewhere in the Prospectus. Investors are cautioned not to place
undue reliance on these APMs and are also advised to review them in conjunction with the Company's consolidated
financial statements including the related notes.

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TABLE OF CONTENTS

PAGE

1.
General Description of the Program ............................................................................................................... 9
2.
Risk Factors .................................................................................................................................................. 11
3.
General Information on the Issuers and the Guarantor ................................................................................. 45
4.
Business of the TRATON GROUP .............................................................................................................. 62
5.
Issue Procedures ........................................................................................................................................... 81
6.
Terms and Conditions of the Notes .............................................................................................................. 83
7.
Form of Final Terms ................................................................................................................................... 179
8.
Guarantee (German language version) ....................................................................................................... 199
9.
Guarantee (English language translation) ................................................................................................... 204
10.
Use of Proceeds .......................................................................................................................................... 208
11.
Taxation Warning ....................................................................................................................................... 209
12.
Subscription and Sale ................................................................................................................................. 210
13.
General Information .................................................................................................................................... 215
14.
Documents Incorporated by Reference ....................................................................................................... 217
15.
Names and Addresses ................................................................................................................................. 219
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1.
GENERAL DESCRIPTION OF THE PROGRAM
1.1
General
Under this EUR 12,000,000,000 Debt Issuance Program, the relevant Issuer may from time to time issue Notes to
one or more of the following dealers: Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Barclays
Bank Ireland PLC, BNP Paribas, BofA Securities Europe SA, Citigroup Global Markets Europe AG,
Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank, Danske Bank A/S, Deutsche
Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, Mizuho Securities Europe GmbH, Morgan Stanley
Europe SE, Nordea Bank Abp, Skandinaviska Enskilda Banken AB (publ), Société Générale, Swedbank AB
(publ) and UniCredit Bank AG and any additional dealer appointed under the Program from time to time by the
Issuer(s), which appointment may be for a specific issue or on an ongoing basis (together, the Dealers).
Deutsche Bank Aktiengesellschaft acts as arranger in respect of the Program (the Arranger).
Banque Internationale à Luxembourg S.A. acts as listing agent (the Listing Agent).
Citibank Europe plc will act as fiscal agent (the Fiscal Agent) and paying agent (the Paying Agent).
The maximum aggregate principal amount of the Notes from time to time outstanding under the Program (the
Program Amount) will not exceed EUR 12,000,000,000 (or equivalent in another currency). The Issuers may
increase the Program Amount in accordance with the terms of the dealer agreement from time to time. If the
Issuers decide to increase the amount of the Program, a supplement to the Prospectus will have to be prepared and
published on the website of the Luxembourg Stock Exchange.
The Issuers intend to have the Program rated and expect a rating of BBB-1 from S&P Global Ratings Europe
Limited (S&P) and Baa12 outlook negative from Moody's Deutschland GmbH (Moody's).
S&P and Moody's are established in the European Union and registered under Regulation (EC) No 1060/2009 of
the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the
CRA Regulation).
1.2
Issue of Notes
Notes issued by TFL will have the benefit of a Guarantee given by TRATON. The Guarantee constitutes an
irrevocable, unsecured and unsubordinated obligation of the Guarantor ranking pari passu with all other unsecured
and unsubordinated obligations of the Guarantor unless such obligations are accorded priority under mandatory
provisions of statutory law.
Notes may be issued on a continuous basis in Tranches, each Tranche consisting of Notes which are identical in
all respects. One or more Tranches, which are expressed to be consolidated and forming a single series and are
identical in all respects, but which may have different issue dates, interest commencement dates, issue prices and
dates for first interest payments may form a series (Series) of Notes. Further Notes may be issued as part of
existing Series.
Notes will be issued in such denomination as may be agreed between the relevant Issuer and the relevant Dealer(s)
and as indicated in the applicable Final Terms save that the minimum denomination of the Notes will be, if in
euro, EUR 100,000, and, if in any currency other than euro, an amount in such other currency of at least
EUR 100,000 at the time of the issue of Notes.

1 According to the definition published by S&P Global Ratings Europe Limited on its homepage BBB means "An obligation rated 'BBB'
exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial commitment on the obligation." The ratings from 'AA' to 'CCC' may be modified by
the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
2 According to the definition published by Moody's Investors Service, Inc., Moody's Analytics, Inc. and/or their affiliates and licensors on
its homepage: "Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain
speculative characteristics." Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa.
The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category.
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Subject to any applicable legal or regulatory restrictions and requirements of relevant central banks, Notes may
be issued in any currency agreed by the relevant Issuer and the relevant Dealer(s) and as indicated in the relevant
Final Terms.
Notes may be issued at an issue price, which is at par or at a discount to, or premium over, par, as stated in the
relevant Final Terms. The issue price for Notes to be issued will be determined at the time of pricing on the basis
of a yield which will be determined on the basis of the orders of the investors which are received by the Dealers
during the offer period. Orders will specify a minimum yield and may only be confirmed at or above such yield.
The resulting yield will be used to determine an issue price, all to correspond to the yield.
The yield is calculated in accordance with the International Capital Market Association (ICMA) method and based
on the issue price of the Notes. The ICMA method determines the effective interest rate of notes taking into
account accrued interest on a daily basis.
The specific terms of each Tranche will be set forth in the applicable Final Terms. The Final Terms of Notes listed
on the official list and admitted to trading on the regulated market of the Luxembourg Stock Exchange will be
displayed on the website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Notes listed on any

other stock exchange in one or more member states of the European Economic Area other than the Grand Duchy
of Luxembourg, the Final Terms will be displayed on the website of TRATON (www.traton.com).
1.3
Distribution of Notes
The Notes are freely transferable in accordance with the rules and regulations of the relevant clearing system.
Notes will be issued with a maturity of twelve months or more.
1.4
Listing and Admission to Trading
Application has been made to the Luxembourg Stock Exchange for Notes issued under this Program to be listed
on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the
Luxembourg Stock Exchange.
The Program provides that Notes may be listed on other or further stock exchanges, as may be agreed between
the relevant Issuer and the relevant Dealer(s) in relation to each issue. Notes may further be issued under the
Program which will not be listed on any stock exchange.

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Document Outline

#9">1. General Description of the Program
- #9">1.1 General
- #9">1.2 Issue of Notes
- #10">1.3 Distribution of Notes
- #10">1.4 Listing and Admission to Trading
#11">2. Risk Factors
- #11">2.1 Risk factors of the TRATON GROUP and the Issuers
  - #11">2.1.1 Risks Relating to the Group's Business and Industry
    - #11">2.1.1.1 Governmental regulations regarding climate change and vehicle exhaust emissions could result in substantial costs for the Group and there can be no assurance that the Group will be able to develop commercially viable products that comply with ...
    - #13">2.1.1.2 The recent outbreak of COVID-19 has had a material adverse effect on TRATON's business, affecting sales, production and supply chains, and employees. Further, the spread of the COVID-19 outbreak has caused and may continue to cause severe disr...
    - #13">2.1.1.3 Demand for the Group's products depends on economic and political conditions globally and in the Group's key markets, including Europe and South America
    - #14">2.1.1.4 The commercial vehicle industry is subject to significant cyclicality
    - #14">2.1.1.5 The Group's business could be adversely affected by the imposition or, in certain cases, the elimination of, protectionist measures, including tariffs and other barriers to trade
    - #15">2.1.1.6 The truck and bus manufacturing industry is highly competitive
    - #15">2.1.1.7 The Group's future business success depends on its ability to respond to evolving market trends with innovative, attractive and energy-efficient products, technology and services on competitive terms
    - #16">2.1.1.8 The Group may fail to achieve the targeted benefits from the strategic collaboration among its brands and operational performance improvements, including cost-saving measures
    - #17">2.1.1.9 The Group's future success is dependent on successful geographic expansion beyond its core markets of Europe and South America
    - #17">2.1.1.10 The Group is subject to risks relating to its cooperation with strategic partners and joint venture partners
    - #18">2.1.1.11 The Group's business depends on the timely availability of high-quality raw materials, parts and components at reasonable prices
    - #19">2.1.1.12 The Group is dependent on third-party suppliers
    - #19">2.1.1.13 Unforeseen business interruptions at production facilities may lead to production bottlenecks or downtime
    - #20">2.1.1.14 Deviations from planning in connection with large projects, including, in particular, new vehicle generations, may result in cost overruns, delays and otherwise hinder their successful realization
    - #20">2.1.1.15 The Group may not be able to adjust its production capacity in line with demand for its products
    - #20">2.1.1.16 Vehicle defects and other quality issues could lead to recalls, regulatory inquiries, delays in new product launches, penalties and legal liability
    - #21">2.1.1.17 The Group's success is dependent on the image of its brands and the brand image and reputation of its alliance partners
    - #21">2.1.1.18 The Group's multi-brand strategy may result in overlapping sales and a weakening of its brands
    - #22">2.1.1.19 The Group's ability to effectively market and distribute its products is an integral part of its sales model
    - #22">2.1.1.20 The Group's success is dependent on the performance of its after-sales business
    - #22">2.1.1.21 The Group is dependent on the success of Scania's financial services business and the ability to offer financial services to MAN T&B and VWCO customers through Volkswagen financial services subsidiaries
  - #23">2.1.2 Risks Related to the Group's General Operations
    - #23">2.1.2.1 The Realignment Process of MAN T&B could fail to realize the anticipated improvements and efficiencies.
    - #23">2.1.2.2 The Group is subject to risks related to its international operations
    - #24">2.1.2.3 The Group is dependent on good relationships with its employees, their trade unions as well as employee representative bodies and stakeholders and is party to a number of collective agreements, some of which impose obligations and restrictions...
    - #25">2.1.2.4 The Group's future success depends on its ability to attract, develop and retain highly qualified managerial staff and skilled personnel
    - #25">2.1.2.5 The Group's operations, products and services rely on complex information technology systems and networks that are subject to the risk of disruption, including as a result of security breaches
    - #25">2.1.2.6 The Group is exposed to the risk of data breaches
    - #26">2.1.2.7 The Group may not succeed in financing or refinancing its capital requirements in due time and to the extent necessary, or at all, or it may finance or refinance on unfavorable terms and conditions
    - #26">2.1.2.8 The Group's financing activities expose it to interest rate risk
    - #26">2.1.2.9 The Group's international operations expose it to exchange rate risk
    - #27">2.1.2.10 The Group is exposed to the risk of default by customers and counterparties
    - #27">2.1.2.11 The value of goodwill, brand names or other intangible assets reported in the Group's consolidated financial statements may need to be partially or fully impaired as a result of revaluations
    - #27">2.1.2.12 The Group is subject to the risk of a decrease in the residual value of leased, rented and other used vehicles
    - #28">2.1.2.13 The TRATON GROUP is exposed to a number of risks associated with the Group's existing indebtedness
  - #28">2.1.3 Legal, Regulatory and Tax Risks
    - #28">2.1.3.1 The Group is exposed to legal risks regarding antitrust regulation and related enforcement actions and damage claims
    - #30">2.1.3.2 The Group's operations are subject to a range of different regulatory requirements worldwide, compliance with which is costly and burdensome and non-compliance with which may result in significant cost
    - #30">2.1.3.3 The Group is subject to risks arising from legal disputes and government proceedings
    - #30">2.1.3.4 The Group's internal controls, procedures, compliance systems and risk management systems may prove to be inadequate to prevent and discover previous or future breaches of laws and regulations and generally to manage risks
    - #31">2.1.3.5 The diesel issue at Volkswagen AG has led to a review and ongoing reforms of internal controls, the compliance system and company culture within the Volkswagen Group, including the TRATON GROUP. If these reforms are not successfully implemente...
    - #32">2.1.3.6 The Group's operations are subject to sanctions, anti-corruption and money-laundering laws and regulations
    - #32">2.1.3.7 The Group's after-sales business is subject to risks relating to regulation of the vehicle aftermarket
    - #33">2.1.3.8 The Group may not adequately protect its intellectual property and know-how or may be liable for the infringement of third-party intellectual property
    - #33">2.1.3.9 The Group has substantial pension and other similar employee benefits-related obligations and is subject to risks related to the development of these obligations and to funding requirements of its pension and other post-employment benefit plans
    - #33">2.1.3.10 The Group's insurance coverage may not be sufficient and insurance premiums may increase
    - #34">2.1.3.11 The Group is exposed to tax risks, which could arise in particular as a result of tax audits or past measures
  - #35">2.1.4 Risks Related to the Group's structure and the Group's shareholder
    - #35">2.1.4.1 Volkswagen AG holds a majority stake in TRATON through its subsidiary Volkswagen Finance Luxembourg S.A.
    - #35">2.1.4.2 Membership of the same individuals on boards of TRATON and of the Volkswagen Group as well as other relationships with the Volkswagen Group or companies of the Volkswagen Group may result in conflicts of interest
    - #36">2.1.4.3 The Company may suffer adverse consequences from implementing a merger squeeze-out of minority shareholders of MAN SE
    - #36">2.1.4.4 The Company is a holding company and its ability to satisfy its payment obligations (including payments on the Notes or due under the Guarantee) depends on the receipt of funds from its subsidiaries and participations
  - #37">2.1.5 Risks associated with the acquisition of Navistar as well as other future acquisitions, divestments and/or other strategic partnerships
    - #37">2.1.5.1 TRATON is exposed to risks relating to the acquisition and integration of Navistar and to other potential acquisitions or divestments in the future
    - #38">2.1.5.2 If the Navistar business acquired by TRATON fails to perform and/or develop as anticipated, the TRATON GROUP could be forced to recognize impairment losses on the tangible or intangible assets and/or goodwill of Navistar in the future
  - #38">2.1.6 Risks Relating to TFL
    - #38">2.1.6.1 TFL has no material assets or sources of revenue except for claims against other Group companies resulting from intercompany receivables
- #39">2.2 Risk factors of the Notes
  - #39">2.2.1 Risks relating to the nature of the Notes
    - #39">2.2.1.1 The Notes in general are structurally subordinated to other creditors of the Company's subsidiaries
    - #39">2.2.1.2 Although the occurrence of specific change of control events will permit Holders to require redemption or repurchase of the Notes, the relevant Issuer may not be able to redeem or repurchase such Notes
    - #39">2.2.1.3 Credit ratings may not reflect all risks of an investment in the Notes; they are not recommendations to buy or hold securities, and are subject to revision, suspension, or withdrawal at any time
    - #40">2.2.1.4 The Notes and the Guarantee could become effectively subordinated to the Group's debt to the extent such debt is secured by assets that are not also securing the Notes
  - #40">2.2.2 Liquidity Risk
    - #40">2.2.2.1 There is no active public trading market for the Notes
  - #41">2.2.3 Market Price and Exchange Rate Risk
    - #41">2.2.3.1 The development of market prices of the Notes depends on various factors
    - #41">2.2.3.2 A Holder of Notes denominated in a foreign currency (i.e. a currency other than the home currency of such Holder) is exposed to the risk of changes in currency exchange rates which may affect the yield of such Notes
  - #41">2.2.4 Risks Relating to the Guarantee
    - #41">2.2.4.1 The proceeds from the enforcement of the Guarantee may not be sufficient to satisfy the obligations under the Notes
    - #41">2.2.4.2 Each Holder might have to enforce its claims in respect of the Guarantee directly against the Guarantor
  - #42">2.2.5 Risks relating to specific Terms and Conditions of the Notes
    - #42">2.2.5.1 The Issuer may redeem the Notes early
    - #42">2.2.5.2 The market-value of fixed rate Notes is dependent on market interest rates
    - #42">2.2.5.3 A Holder of a floating rate Note is exposed to the risk of fluctuating interest rate levels and uncertain interest income
    - #42">2.2.5.4 Risks associated with the reform of EURIBOR and other interest rate benchmarks
  - #44">2.2.6 Risks relating to laws and regulations applicable to the Notes
    - #44">2.2.6.1 Resolutions of Holders
    - #44">2.2.6.2 Holders' Representative
    - #44">2.2.6.3 Quorum requirement and SchVG risks in case of certain events of default
#45">3. General Information on the Issuers and the Guarantor
- #45">3.1 TRATON SE
  - #45">3.1.1 General Information
  - #45">3.1.2 Corporate Purpose
  - #45">3.1.3 Principal Activities
  - #46">3.1.4 Organizational Structure
  - #47">3.1.5 Administrative, Management and Supervisory Bodies
  - #47">3.1.6 Executive Board
  - #48">3.1.7 Supervisory Board
  - #52">3.1.8 Conflicts of Interest of the Members of the Corporate Bodies
  - #52">3.1.9 Share Capital
  - #52">3.1.10 Fiscal Year
  - #52">3.1.11 Auditors
  - #52">3.1.12 Major Shareholders
  - #53">3.1.13 Historical Financial Information
  - #53">3.1.14 Selected Financial and Business Information
    - #54">3.1.14.1 Annual reporting (TRATON GROUP)
    - #55">3.1.14.2 Half-yearly reporting (TRATON GROUP and operating units Scania V&S, MAN T&B and VWCO)
  - #57">3.1.15 Trend Information and Significant Changes
  - #57">3.1.16 Borrowing and Funding
  - #57">3.1.17 Legal and Arbitration Proceedings
  - #57">3.1.18 Material Contracts
  - #57">3.1.19 Rating
  - #57">3.1.20 Acquisition of Navistar
- #59">3.2 TRATON Finance Luxembourg S.A.
  - #59">3.2.1 General Information
  - #59">3.2.2 Corporate Purpose
  - #59">3.2.3 Principal Activities
  - #59">3.2.4 Organizational Structure and Major Shareholder
  - #60">3.2.5 Share Capital
  - #60">3.2.6 Administrative, Management and Supervisory Bodies
  - #60">3.2.7 Fiscal Year, Auditor
  - #60">3.2.8 Historical Financial Information
  - #61">3.2.9 Outstanding Financings
  - #61">3.2.10 Trend Information and Significant Changes
  - #61">3.2.11 Recent Events
  - #61">3.2.12 Borrowing and Funding
  - #61">3.2.13 Legal and Arbitration Proceedings
  - #61">3.2.14 Material Contracts
  - #61">3.2.15 Rating
#62">4. Business of the TRATON GROUP
- #62">4.1 Principal Activities of the TRATON GROUP - General Overview
- #63">4.2 The TRATON GROUP's Product Offering and Operations
  - #63">4.2.1 Industrial Business
    - #63">4.2.1.1 Scania
    - #64">4.2.1.2 MAN
    - #64">4.2.1.3 VWCO
    - #65">4.2.1.4 RIO
  - #65">4.2.2 Financial Services
  - #66">4.2.3 Integration of Navistar
- #66">4.3 Global Champion Strategy
- #67">4.4 Financial Policy
- #67">4.5 Sustainability
- #69">4.6 Research and Development
- #69">4.7 Competition
- #70">4.8 Employees
- #70">4.9 Material Debt Financings
  - #70">4.9.1 Term Loan Facility Agreement with Volkswagen International Luxemburg S.A
  - #70">4.9.2 Facility Agreements
  - #71">4.9.3 Scania EMTN Program
  - #73">4.9.4 Scania Multi-Currency Short-Term Treasury Notes Program
  - #74">4.9.5 Swedish Commercial Paper Program (Företagscertifikatprogram)
  - #74">4.9.6 Promissory Loan Agreements (Schuldscheindarlehen)
- #75">4.10 Material Contracts
  - #75">4.10.1 Acquisition of Navistar
  - #76">4.10.2 Partnership with Sinotruk
  - #76">4.10.3 Partnership with Rheinmetall Aktiengesellschaft
  - #77">4.10.4 Consortium Agreement with suppliers of VWCO
- #77">4.11 Legal and Arbitration Proceedings
  - #78">4.11.1 Antitrust Proceedings and Private Follow-on Litigation
  - #79">4.11.2 VWCO Tax Proceedings
  - #79">4.11.3 Navistar Shareholder Litigation
- #79">4.12 Recent Events
  - #79">4.12.1 MAN Merger Squeeze-Out
  - #80">4.12.2 MAN Realignment Process
  - #80">4.12.3 Promissory Loan Agreements (Schuldscheindarlehen)
#81">5. Issue Procedures
- #81">5.1 General
- #81">5.2 Options for sets of Terms and Conditions
- #81">5.3 Documentation of the Conditions
- #81">5.4 Determination of Options / Completion of Placeholders
  - #81">5.4.1 Determination of Options
  - #81">5.4.2 Completion of Placeholders
- #82">5.5 Controlling Language
#83">6. Terms and Conditions of the Notes
#179">7. Form of Final Terms
- #186">Part I.: TERMS AND CONDITIONS Teil I: EMISSIONSBEDINGUNGEN
- #192">Part II.: ADDITIONAL INFORMATION Teil II ZUSÄTZLICHE INFORMATIONEN
#199">8. Guarantee (German language version)
#199">§ 1 Garantie, Status
- #199">(1) Die Garantin garantiert hiermit unbedingt und unwiderruflich im Wege eines selbständigen Zahlungsversprechens gegenüber den Gläubigern der im Rahmen des Programms begebenen Schuldverschreibungen (die Gläubiger; die Begriffe "Schuldverschreibungen...
- #199">(2) Der Zweck und das Ziel dieser Garantie ist es sicherzustellen, dass die Gläubiger unter allen Umständen, ob tatsächlicher oder rechtlicher Art, und ungeachtet der Wirksamkeit und Durchsetzbarkeit der Verpflichtungen der betreffenden Emittentin bzw...
- #199">(3) Ein Gläubiger einer Schuldverschreibung kann im Falle der Nichterfüllung von fälligen Zahlungen auf die Schuldverschreibungen zur Durchsetzung dieser Garantie unmittelbar gegen die Garantin Klage erheben, ohne dass zunächst ein Verfahren gegen di...
- #199">(4) Die Verbindlichkeiten der Garantin aus dieser Garantie sind vorbehaltlich § 2 mindestens gleichrangig mit allen anderen nicht besicherten, nicht nachrangigen Verbindlichkeiten der Garantin, soweit diesen Verbindlichkeiten nicht durch zwingende ges...
- #199">(5) Die Garantin wird durch Leistung der jeweils fälligen Zahlung an das Clearingsystem oder dessen Order gem. § 4 (3) der Emissionsbedingungen von ihrer Zahlungspflicht befreit. Auch die entsprechende Emittentin bzw. Nachfolgeschuldnerin wird in dem...
- #199">(6) Diese Garantie erlischt nach der vollständigen und endgültigen Befriedigung aller nach diesem § 1 garantierten Ansprüche (die Garantierten Verpflichtungen). Diese Garantie erlischt auch, soweit die TRATON SE, welche zuvor lediglich Garantin der be...
#200">§ 2 Negativverpflichtung
- #200">Die Garantin verpflichtet sich, solange Schuldverschreibungen ausstehen, jedoch nur bis zu dem Zeitpunkt, an dem alle Beträge an Kapital und Zinsen der Emissionsstelle zur Verfügung gestellt worden sind, (i) keine Sicherungsrechte an gegenwärtigen ode...
- #200">Diese Verpflichtung gilt nicht in Bezug auf Sicherungsrechte, die:
- #200">(i) an gegenwärtigen oder zukünftigen Ansprüchen der Garantin oder Ansprüchen einer ihrer Wesentlichen Tochtergesellschaften gegen verbundene Unternehmen im Sinne der §§ 15 f. Aktiengesetz oder gegen Dritte aufgrund von einer Übertragung von Erlösen ...
- #200">(ii) an Vermögensgegenständen bestellt sind, die bereits zum Zeitpunkt des Erwerbs des betreffenden Vermögensgegenstandes durch die Garantin oder durch eine ihrer Wesentlichen Tochtergesellschaften bestanden oder am Vermögen einer neu erworbenen Gese...
- #200">(iii) zum Ausgabetag der Schuldverschreibungen bestehen,
- #200">(iv) eine im Zeitpunkt einer Akquisition bestehende Kapitalmarktverbindlichkeit besichern, die infolge der Akquisition eine Verpflichtung der Garantin oder einer Gesellschaft des TRATON-Konzerns wird, sofern diese Kapitalmarktverbindlichkeit nicht im...
- #200">(v) aufgrund anwendbaren Rechts gesetzlich vorgeschriebene Sicherheiten sind, Sicherheiten, die kraft Gesetz entstehen oder solche, deren Bestehen eine Voraussetzung zur Erteilung einer behördlichen Genehmigung sind,
- #200">(vi) im Zusammenhang mit durch die Garantin oder durch eine ihrer Tochtergesellschaften begebenen asset backed securities (ABS) stehen,
- #200">(vii) im Zusammenhang mit durch Zweckgesellschaften begebenen asset backed securities (ABS) stehen, bei denen die Garantin oder eine ihrer Tochtergesellschaften der Originator der zugrundeliegenden Vermögensgegenstände ist,
- #200">(viii) aufgrund von allgemeinen Geschäftsbedingungen, die insbesondere von einer Bank, mit der TRATON SE oder eine Wesentliche Tochtergesellschaft eine Geschäftsbeziehung unterhält, verwendet werden, entsteht,
- #200">(ix) der Erneuerung, Verlängerung oder dem Austausch irgendeiner Sicherheit gemäß vorstehend (i) bis (viii) dienen, oder
- #200">(x) Kapitalmarktverbindlichkeiten besichern, deren Kapitalbetrag EUR 100.000.000 (oder deren jeweiligen Gegenwert in anderen Währungen) nicht überschreitet.
#200">§ 3 Besteuerung
#202">§ 4 Beschlüsse der Gläubiger „ änderungen der Garantie
#202">§ 5 Definitionen
#202">§ 6 Anwendbares Recht, Gerichtsstand, Sprache und Gerichtliche Geltendmachung
- #202">(1) Form und Inhalt dieser Garantie sowie die Rechte und Pflichten der Gläubiger und der Garantin bestimmen sich nach deutschem Recht, jeweils unter Ausschluss der Grundsätze des Internationalen Privatrechts.
- #202">(2) Nicht-ausschließlicher Gerichtsstand für sämtliche im Zusammenhang mit dieser Garantie entstehenden Klagen oder sonstigen Verfahren ist München.
- #202">(3) Diese Garantie stellt einen Vertrag zugunsten Dritter im Sinne des § 328 Abs. 1 BGB dar, der jedem Gläubiger das Recht gibt, die Erfüllung der in dieser Garantie übernommenen Verpflichtungen unmittelbar von der Garantin zu verlangen und diese Gara...
- #202">(4) Diese Garantie ist in deutscher Sprache abgefasst und in die englische Sprache übersetzt. Die deutschsprachige Fassung ist verbindlich und allein maßgeblich.
- #202">(5) Jeder Gläubiger von Schuldverschreibungen ist berechtigt, in jedem Rechtsstreit gegen die Garantin oder in jedem Rechtsstreit, in dem der Gläubiger und die Garantin Partei sind, seine Rechte aus dieser Garantie im eigenen Namen auf der Grundlage e...
- #203">München, im März 2021
#204">9. Guarantee (English language translation)
#204">§ 1 Guarantee, status
- #204">(1) The Guarantor hereby unconditionally and irrevocably guarantees by way of an independent payment obligation (selbständiges Zahlungsversprechen) to the holders from time to time of any Notes under the Program (the Holders and the expressions "Notes...
- #204">(2) The intent and purpose of this Guarantee is to ensure that the Holders under all circumstances, whether factual or legal, and regardless of the validity and enforceability of the obligations of the relevant Issuer or the Substitute Debtor, or of a...
- #204">(3) In case of non-performance of any due payments on the Notes any Holder has the right to enforce the Guarantee by filing a suit directly against the Guarantor without the need to initiate prior proceedings against the relevant Issuer.
- #204">(4) The obligations of the Guarantor under this Guarantee shall, subject to § 2, rank at least pari passu with all other unsecured, unsubordinated obligations of the Guarantor, unless such obligations are accorded priority under mandatory provisions o...
- #204">(5) The Guarantor shall be discharged by making the respective due payment to, or to the order of, the Clearing System in accordance with § 4 (3) of the Terms and Conditions. In the case of payment by the Guarantor, the respective Issuer or Substituti...
- #204">(6) This Guarantee is discharged upon the full and irrevocable satisfaction of all claims guaranteed pursuant to this § 1 (the Guaranteed Obligations). This Guarantee is also discharged, insofar as TRATON SE, which was previously only the Guarantor of...
#205">§ 2 NEGATIVE PLEDGE
- #205">The Guarantor undertakes, as long as any of the Notes remain outstanding, but only up to the time all amounts of principal and interest have been placed at the disposal of the Fiscal Agent, (i) not to grant or permit to subsist any Security Interest o...
#205">§ 3 TAXATION
#206">§ 4 RESOLUTIONS OF HOLDERS … AMENDMENTS TO THE GUARANTEE
#207">§ 5 DEFINITIONS
#207">§ 6 APPLICABLE LAW, PLACE OF JURISDICTION, Language AND ENFORCEMENT
- #207">(1) This Guarantee, as to form and content, and all rights and obligations of the Holders and the Guarantor, shall be governed by German law without giving effect to the principles of conflicts of law thereof.
- #207">(2) The place of non-exclusive jurisdiction for any action or other legal proceedings in connection with this Guarantee shall be Munich.
- #207">(3) This Guarantee constitutes a contract for the benefit of the Holders from time to time as third party beneficiaries in accordance with section 328(1) of the German Civil Code (Bürgerliches Gesetzbuch) giving rise to the right of each Holder to req...
- #207">(4) This Guarantee is written in the German language and attached hereto is a non-binding English translation.
- #207">(5) Any Holder of Notes may in any proceedings against the Guarantor, or to which such Holder and the Guarantor are parties, protect and enforce in his own name his rights arising under this Guarantee on the basis of a copy of this Guarantee certified...
- #207">Munich, March 2021
#208">10. Use of Proceeds
#209">11. Taxation Warning
#210">12. Subscription and Sale
- #210">12.1 Underwriting
- #210">12.2 Method for determining the issue price and the process for its disclosure
- #210">12.3 Selling Restrictions
  - #210">12.3.1 General
  - #210">12.3.2 European Economic Area
  - #211">12.3.3 United Kingdom
- #211">(a) Financial Promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received b...
- #211">(b) General Compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the UK.
  - #211">12.3.4 United States
- #211">(a) With regard to each Tranche, each Dealer has acknowledged that the Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to U.S. persons except pursuant to an exemption f...
- #212">(b) Each Dealer (i) acknowledges that the Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with R...
- #212">(c) With regard to each Tranche, each Dealer has represented, warranted and undertaken that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of Notes, except with its affiliates or wit...
- #212">(d) Notes, other than Notes issued through CBF pursuant to the terms of a book-entry registration agreement, subject to the conclusion of such an agreement with CBF and intended to be treated as issued in registered form for US federal income tax purp...
  - #213">(i) except to the extent permitted under the D Rules, (x) it has not offered or sold, and during the restricted period will not offer or sell, directly or indirectly, Notes to a person who is within the United States or its possessions or to a United ...
  - #213">(ii) it has, and throughout the restricted period will have, in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes are aware that such Notes may not be offered or sold during the rest...
  - #213">(iii) if such Dealer is a United States person, it is acquiring the Notes for purposes of resale in connection with their original issuance, and not for the purpose of resale directly or indirectly to a person within the United States or its possessio...
  - #213">(iv) with respect to each affiliate that acquires from such Notes for the purposes of offering or selling such Notes during the restricted period, such Dealer either (x) repeats and confirms the representations and agreements contained in sub-clauses ...
  - #213">(v) it shall obtain for the benefit of the Issuer the representations, undertakings and agreements contained in subclauses (i), (ii), (iii) and (iv) of this paragraph (d) from any person other than its affiliates with whom it enters into a written con...
  - #213">12.3.5 Japan
  - #213">12.3.6 Singapore
- #214">(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
- #214">(b) where no consideration is or will be given for the transfer;
- #214">(c) where the transfer is by operation of law;
- #214">(d) as specified in Section 276(7) of the SFA; or
- #214">(e) as specified in Regulation 37A of the Securities and Futures (Offers of Investments)(Securities and Securities-based Derivatives Contracts) Regulations 2018.
  - #214">12.3.7 Switzerland
#215">13. General Information
- #215">13.1 Interests of Natural and Legal Persons involved in the Issue
- #215">13.2 Authorization
- #215">13.3 Clearing Systems
- #215">13.4 Documents Available
- #216">13.5 Third Party Information:
#217">14. Documents Incorporated by Reference
- #217">TRATON SE
- #217">The IFRS audited consolidated financial statements of TRATON SE as of and for the fiscal year ended 31 December 2020 and the independent auditor's report thereon as contained in the TRATON GROUP Annual Report 2020 (English language version)
- #217">TRATON Finance Luxembourg S.A.
- #218">Availability of documents incorporated by reference
#219">15. Names and Addresses