Se Traton - 01 Jul 2021 Form 4/A - Amendment Insider Report for NAVISTAR INTERNATIONAL CORP

Footnote F1

Pursuant to that certain Agreement and Plan of Merger, dated as of November 7, 2020 (the "Merger Agreement"), by and among Navistar International Corporation, a Delaware Corporation (the "Issuer"), TRATON SE, a Societas Europaea ("TRATON") and Dusk Inc., a Delaware Corporation and a wholly owned indirect subsidiary of TRATON ("Merger Sub"), Merger Sub was merged with and into the Issuer (the "Merger") with the Issuer continuing as the surviving corporation and an indirect subsidiary of TRATON (the "Surviving Corporation"). As a result of the Merger, among other things, TRATON US Inc. ("TRATON US") directly holds two shares of common stock, par value $0.10 per share, of the Surviving Corporation (the "Surviving Corporation Shares"), and each Reporting Person may be deemed to beneficially own such Surviving Corporation Shares.

Footnote F2

Consists of the Surviving Corporation Shares described in Footnote 1.

Footnote F3

Prior to the consummation of the Merger, TRATON US was the direct owner of reported 16,629,667 shares of Common Stock of the Issuer (the "NAV Shares"). Each Reporting Person may be deemed to have been the beneficial owners of such NAV Shares.

Footnote F4

As a result of the Merger, among other things, the NAV Shares were automatically converted into one issued and outstanding Surviving Corporation Share and all of the issued and outstanding shares of the common stock of Merger Sub owned immediately prior to the Effective Time (as defined in the Merger Agreement) were converted into one issued and outstanding Surviving Corporation Share.