Goldman Sachs International Stabilisation Notice (9392G)

TIDMUK17 TIDMTTM

RNS Number : 9392G

Goldman Sachs International

26 July 2019

Not for distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan.

TRATON SE

Stabilisation Notice in accordance with Articles 6(3) and 8(f) of Commission Delegated Regulation (EU) 2016/1052 (Exercise of Greenshoe Option and End of Stabilisation Period)

26 July 2019

Goldman Sachs International, acting as the stabilization manager in connection with the initial public offering of TRATON SE ("TRATON"), has today informed Volkswagen Aktiengesellschaft that the following stabilization measures were carried out during the stabilization period from 28 June until 26 July 2019 in relation to the ordinary bearer shares of TRATON (ISIN: DE000TRAT0N7; WKN: TRAT0N7), which started trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange on

28 June 2019:

 
      Execution Date         Lowest Price        Highest Price          Trading Venue 
     28 June 2019               26.270              27.000                  XETR 
                       ------------------  -------------------  ----------------------- 
     01 July 2019               26.525              26.945                  XETR 
                       ------------------  -------------------  ----------------------- 
     02 July 2019               26.650              27.000                XETR 
                       ------------------  -------------------  ----------------------- 
     05 July 2019               26.885              27.000                  XETR 
                       ------------------  -------------------  ----------------------- 
     08 July 2019               26.765              26.985            XETR, BATE, CHI-X 
                       ------------------  -------------------  ----------------------- 
     09 July 2019               26.300              26.930            XETR, BATE, CHI-X 
                       ------------------  -------------------  ----------------------- 
     10 July 2019               26.460              26.825         XETR, BATE, CHI-X 
                       ------------------  -------------------  ----------------------- 
                                                                         XETR, BATE, 
     11 July 2019               26.635              26.980                CHI-X, OTC 
                       ------------------  -------------------  ----------------------- 
     12 July 2019               26.725              27.000            XETR, BATE, CHI-X 
                       ------------------  -------------------  ----------------------- 
     15 July 2019               26.920              27.000            XETR, BATE, CHI-X 
                       ------------------  -------------------  ----------------------- 
     18 July 2019            26.750               27.000           XETR, BATE, CHI-X 
                       ------------------  -------------------  ----------------------- 
     19 July 2019            26.770               27.000           XETR, BATE, CHI-X 
                       ------------------  -------------------  ----------------------- 
     22 July 2019            26.260               27.000           XETR, BATE, CHI-X 
                       ------------------  -------------------  ----------------------- 
     23 July 2019            26.635               27.000           XETR, BATE, CHI-X 
                       ------------------  -------------------  ----------------------- 
     24 July 2019            26.535               27.000           XETR, BATE, CHI-X 
                       ------------------  -------------------  ----------------------- 
     25 July 2019            26.640               27.000           XETR, BATE, CHI-X 
                       ------------------  -------------------  ----------------------- 
     26 July 2019            26.850               27.000           XETR, BATE, CHI-X 
                       ------------------  -------------------  ----------------------- 
 

In addition, TRATON was informed that, on 26 July 2019, the stabilization manager had exercised the greenshoe option granted by the selling shareholder (Volkswagen Aktiengesellschaft) in connection with over-allotments for 1,376,275 ordinary bearer shares with no-par value of TRATON SE.

Disclaimer and Other Notices

This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement and the information contained herein, is not an offer of securities for sale in, and is not for transmission to or publication, distribution or release, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities being offered have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made in the United States.

Solely for the purpose of the product governance requirements contained within (a) EU Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that the shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of MiFID II or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

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July 26, 2019 13:30 ET (17:30 GMT)