KION : Notes on shareholder’s rights

Notes on shareholders' rights

pursuant to section 122(2), section 126(1), section 127 and section 131(1) German Stock Corporation Act

The convocation of the Annual General Meeting already contains information on the rights of the shareholders pursuant to section 122(2), section 126(1), section 127 and section 131(1) German Stock Corporation Act. The remarks hereinafter subserve further annotation.

1. Right to put items on the agenda

Shareholders whose shares together represent an amount of the share capital equal to EUR 500,000.00 (this corresponds to 500,000 shares) may, pursuant to section 122(2) German Stock Corporation Act, request that items be put on the agenda and published. Each new item must be accompanied by the grounds for this or a draft resolution. The request must be submitted in writing to the Executive Board of the Company. Please send a respective request to the following address:

KION GROUP AG Vorstand Thea-Rasche-Strasse 8 60549 Frankfurt am Main Germany

Subject to the requirements set out in section 126a of the German Civil Code, requests for an additional agenda item within the meaning of section 122(2) German Stock Cor- poration Act may also be transmitted to the Company in electronic form to the e-mail address [e-mail].

A request for an additional agenda item must be received by the Company at least 30 days prior to the meeting, i.e. by no later than 24:00 on 28 April 2024 (CEST; corre- sponds to 22:00 UTC). The shareholders in question must, pursuant to section 122(2), (1), sentence 3 German Stock Corporation Act, prove that they have owned the shares for at least 90 days prior to the date of receipt of the request and that they will hold the shares until the Executive Board decides on the application. Section 70 German Stock Corporation Act shall apply in connection with the calculation of the period of share own- ership. The day of receipt of the request shall not be included in the calculation. It shall not be possible to use a preceding or subsequent working day in place of a Sunday, a Saturday or a public holiday.

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Additional agenda items that must be published will be published in the Federal Gazette without undue delay on receipt of the request and, pursuant to section 121(4a) German Stock Corporation Act, be forwarded for publication to such media capable of distributing the information throughout the entire European Union. They will also be made available on the Company's website at www.kiongroup.com/agm and notified to the shareholders.

The respective provisions of the German Stock Corporation Act are, in excerpts, as fol- lows:

Section 122 Convening at at the request of a minority (excerpt)

1. A general meeting shall be convened if shareholders having an aggregate shareholding amounting to one twentieth of the registered share capital file a written request for such meeting to be held, stating the purpose and the reasons therefor; such request shall be directed to the executive board. The articles of association may link the right to request that the general meeting be convened to another form and to a lesser share in the registered share capital. The applicants must prove that they have owned the shares for at least 90 days prior to the date of receipt of the request and that they hold the shares until the executive board decides on the request. Section 121 (7) shall apply mutatis mutandis.
2. In the same way, shareholders with an aggregate shareholding of one twen- tieth of the registered share capital or the proportionate amount of EUR 500,000 may request that items are put on the agenda and are an- nounced as items on the agenda. Each new item shall be accompanied by a statement of reasons or a draft resolution. The request pursuant to sen- tence 1 must be received by the company at least 24 days, or in the case of listed companies at least 30 days, prior to the meeting; the date of receipt shall not be included in the calculation.

Section 121 General provisions (excerpt)

1. In the case of time periods and deadlines that are calculated retroactively from the meeting, the day of the meeting shall not be included in the calcu- lation. It shall not be possible to use a preceding or subsequent working day in place of a Sunday, a Saturday or a public holiday. Sections 187 to 193 of the German Civil Code shall not apply mutatis mutandis. In the case of non-

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listed companies, the articles of association can specify a different calculation of time periods.

Section 70 Calculation of the period of share ownership

If the shareholder is required to have held the share for a certain period before being able to exercise the rights arising therefrom, a claim to assignment against a credit institution, a financial services institution, a securities institution or an enterprise acting pursuant to section 53(1) sentence 1 or section 53b(1) sentence 1 or section 53b(7) of the German Banking Act shall be deemed equivalent to own- ership. The period of ownership of a legal predecessor shall be attributed to a shareholder if he acquired the share free of charge from his trustee, as universal successor, upon severance of co-ownership or as a result of a transfer of assets pursuant to section 13 of the Insurance Supervisory Act or section 14 of the Savings and Loan Association Act.

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2. Counter-motions and candidate nominations

Each shareholder is entitled pursuant to section 126(1) German Stock Corporation Act to submit counter-motions to proposed resolutions in respect of individual agenda items. If the counter-motions are to be made available by the Company, they must be submitted at least 14 days prior to the Annual General Meeting, i.e. by no later than 24:00 on 14 May 2024 (CEST, corresponds to 22:00 UTC),

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at the address

KION GROUP AG

Rechtsabteilung Thea-Rasche-Strasse 8 60549 Frankfurt am Main Germany

or

at the e-mail address [e-mail]

or

by way of transmission through intermediaries subject to the requirements set out in section 67c German Stock Corporation Act.

Counter-motions sent to a different address need not be made available.

In all cases in which a counter-motion has been submitted, the time at which the counter- motion is received by the Company will be decisive.

Shareholders' counter-motions that are to be made available will be made available together with the shareholders' names and, if applicable, the grounds for the counter-motions as well as any statements by the Executive Board and the Supervisory Board in this regard on the Company's website at www.kiongroup.com/agm.

The Company may decide not to make a counter-motion and possible grounds for it available if the requirements set out in section 126(2) German Stock Corporation Act are met.

These provisions apply, pursuant to section 127 German Stock Corporation Act, analogously to a shareholder's nomination for the election of a member of the Supervisory Board or of auditors. In addition to the grounds listed in section 126(2) German Stock Corporation Act, the Executive Board need not make a candidate nomination available

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if, inter alia, the nomination does not include the name, occupation and place of residence of the candidate. Nor does the Company have to make nominations for the election of members of the Supervisory Board available if the nomination does not include information on any positions held by the proposed candidate in other supervisory boards required by law within the meaning of section 125(1), sentence 5 German Stock Corporation Act.

The respective provisions of the German Stock Corporation Act are, in excerpts, as fol- lows:

Section 126 Motions by shareholders (excerpt)

1. Motions put forward by a shareholder stating the name of the shareholder, the reasons for the motion and any comments on the part of the administra- tion shall be made accessible to the entitled persons named in section 125(1) to (3) subject to the conditions stated therein if, at least 14 days prior to the meeting, the shareholder sends a counter-motion against a proposal made by the executive board and the supervisory board on a particular item on the agenda to the company at the address given for this purpose in the notifica- tion of convening the meeting together with his grounds for such motion. The day of receipt shall not be included in the calculation. In the case of listed companies, access shall be provided via the website of the company. Section 125(3) shall apply mutatis mutandis.
2. The counter-motion and the grounds therefor need not be made accessible
3. 1. if the executive board would render itself liable to prosecution by mak- ing such counter-motion and grounds accessible,
   2. if the counter-motion would result in a resolution of the general meeting which is either unlawful or in breach of the articles of association,
   3. if the grounds contain key statements which are manifestly incorrect or misleading or if they are slanderous,
   4. if a counter-motion of the shareholder based on the same subject mat- ter has already been made accessible in connection with a general meeting of the company pursuant to section 125,
   5. if the same counter-motion of the shareholder with essentially the same grounds has within the previous five years already been made acces- sible in the context of at least two general meetings of the company pursuant to section 125 and less than one-twentieth of the registered

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share capital represented at the general meeting voted in favor of such counter-motion,

1. if the shareholder indicates that he shall neither attend the general meeting nor arrange for a representative to attend on his behalf, or
2. if in the previous two years the shareholder has failed in two general meetings to make or cause to be made on his behalf a counter-motion communicated by him.

The grounds need not be made available if the text thereof exceeds a total of 5,000 characters.

1. If several shareholders file a counter-motion in respect of the same resolu- tion, the executive board may combine the counter-motions and grounds.

Section 127 Nominations by shareholders

Section 126 shall apply mutatis mutandis to nominations made by shareholders for the election of supervisory board members or auditors of annual financial state- ments. There is no need for grounds to be given for the nomination. Furthermore, the executive board need not make the nomination available if the nomination does not contain the information pursuant to section 124(3) sentence 4 and section 125(1) sentence 5. The executive board must add the following to a share- holder's proposal for the election of supervisory board members of listed companies that are subject to the German Act on Employee Co-Determination, the German Coal, Iron and Steel Industry Co-Determination Act or the German Supplementary Co-Determination Act:

1. A reference to the requirements of section 96(2),
2. Indication of whether overall fulfilment pursuant to section 96(2) sentence 3 has been opposed and
3. Indication of how many seats on the supervisory board must as a minimum be filled by men and women respectively in order to fulfil the required mini- mum proportion pursuant to section 96(2) sentence 1.

Section 124 Announcement of requests for amendment, proposals for resolution (excerpt)

1. … The proposal for the election of supervisory board members or auditors of the annual financial statements shall state their name, practiced profession and place of residence. …

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Section 125 Information for shareholders and supervisory board members (ex- cerpt)

1. At least 21 days prior to the date of the general meeting, the executive board of a company that has not exclusively issued registered shares shall notify the following persons of the convening of the general meeting:
2. 1. to the intermediaries, who hold shares in the company in custody,
   2. to shareholders and intermediaries that have requested such notice, and
   3. to shareholder associations that have requested such notice or have exercised voting rights for shareholders in the previous general meet- ing.

The day of such notification shall not be included in the calculation. If the agenda is to be modified pursuant to section 122(2) then, in the case of listed companies, the modified agenda shall be notified. Such notification shall refer to the possibilities for the exercising of the voting right by a proxy, including by a shareholder association. In the case of listed companies, information concerning membership of nominated supervisory board members in other supervisory boards required by law shall be attached to a nomination of supervisory board members; information concerning their membership in comparable domestic and foreign authorities responsible for supervising commercial enterprises shall also be attached.

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3. Right to be provided with information

Pursuant to section 131(1) German Stock Corporation Act, each shareholder is to be provided on request with information on the Company's affairs at the Annual General Meeting by the Executive Board, provided that such information is needed by a share- holder to properly assess a specific agenda item and provided that the Executive Board is not entitled to refuse to provide such information. The Executive Board's duty to pro- vide information also extends to the Company's legal and business relationships with its affiliated enterprises. The duty to provide information also covers the situation of the KION Group and enterprises included in the consolidated financial statements of the KION Group.

The respective provisions of the German Stock Corporation Act are as follows: Section 131 Shareholder's right to request information (excerpt)

1. Each shareholder shall upon request be given information from the executive board in the general meeting regarding the company's affairs to the extent required to allow a proper assessment of the items on the agenda. The obli- gation to provide information shall also extend to the legal and business re- lationships between the company and an affiliated enterprise. If a company makes use of the simplifications pursuant to section 266(1), sentence 3, sec- tion 276 or section 288 of the German Commercial Code, each shareholder may request that the annual financial statements be presented to him at the general meeting dealing with the annual financial statements in the form they would take if these simplifications were not applied. The obligation on the part the executive board of a parent enterprise (section 290(1) and (2) of the German Commercial Code) to provide information in the general meeting in which the consolidated financial statements and consolidated management report are presented shall also extend to the situation of the group of com- panies and the enterprises included in the consolidated financial statements.

(1a) - (1f) …

1. The information shall comply with the principles of conscientious and true accounting. The articles of association or the rules of procedure pursuant to section 129 may authorize the chairman of the meeting to restrict the rights of the shareholders to ask questions and to speak to an adequate period of time and to regulate other details.
2. The executive board may refuse a request for information

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1. insofar as according to sound business judgment the providing of such information is likely to cause not inconsiderable damage to the com- pany or an affiliated enterprise;
2. insofar as it pertains to tax valuations or the amount of individual taxes;
3. concerning the difference between the value at which items are shown in the annual balance sheet and a higher value of such items, unless the general meeting formally approves the annual financial statements;
4. concerning the accounting and evaluation methods, provided that the details given in the notes concerning such methods are sufficient to give an accurate portrayal of the situation regarding the assets, fi- nances and profits of the company within the meaning of section 264(2) of the German Commercial Code; this shall not apply if the general meeting formally approves the annual financial statements;
5. insofar as the executive board would make itself liable to prosecution by giving such information;
6. insofar as, in the case of a credit institution, a financial services institute or a securities institute, there is no requirement for information concern- ing the accounting and valuation methods used and set-offs made to be given in the annual financial statements, management report, con- solidated financial statement or consolidated management report;
7. insofar as the information is continuously accessible on the website of the company from the seventh day prior to the general meeting through and during the general meeting.

Information may not be denied for any other reason.

1. If a shareholder has been given information outside of the general meeting as a result of him being a shareholder, such information shall be given to any other shareholder in the general meeting upon request, even if such infor- mation is not necessary for a proper assessment of the item on the agenda. … The executive board may not refuse to give the information pursuant to section 131(3), sentence 1 nos. 1 to 4. Sentences 1 to 3 shall not apply if a subsidiary (section 290(1) and (2) of the German Commercial Code), a joint venture (section 310(1) of the German Commercial Code) or an associated enterprise (section 311(1) of the German Commercial Code) provides the in- formation to a parent enterprise (section 290(1) and (2) of the German Com- mercial Code) for the purpose of the inclusion of the company in the parent

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enterprise's consolidated annual financial statements and the information is required for this purpose.

1. If information is denied a shareholder, such shareholder may request that his question and the ground given for the refusal of the information be recorded in the minutes of the proceedings. …

The chairman of the general meeting is authorized to adopt various measures of order and control at the general meeting. This also includes the restriction of the right to speak and ask questions. The underlying provisions of the Articles of Association of KION GROUP AG read as follows:

§ 22 of the Articles of Association of KION GROUP AG (excerpt)

1. The chairman of the meeting shall chair the proceedings and determine the order of the items to be dealt with and of the votings, which order may diverge from the agenda as announced in the notice of the meeting. Further, the chairman of the meeting shall determine the form, procedure and further de- tails of the voting and may also determine that several votings be combined in one voting procedure.
2. The chairman of the meeting may appropriately limit the shareholders' right to speak and to ask questions. In particular, the chairman of the meeting may determine, at the beginning or during the general meeting, a reasonable time schedule for the course of the meeting, for the discussions regarding the individual items of the agenda and for the time to speak and to ask questions either generally or for an individual speaker.

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