Declaration pursuant to section 289a of the German Commercial Code (HGB)

The corporate governance declaration required by section 289a HGB includes the comply-or-explain statement in accordance with section 161 of the German Stock Corporation Act (AktG) (see 1. below), relevant disclosures on corporate management practices extending beyond statutory requirements (see 2. below), a description of the working methods of the Executive Board and the Supervisory Board, and a description of the working methods and composition of the Supervisory Board committees (see 3. below). The declaration on corporate governance pursuant to section 289a HGB is part of the management report. According to section 317 (2) sentence 3 HGB, the information provided in accordance with section 289a HGB does not have to be included in the audit of financial statements.

1. Comply-or-explain statement pursuant to section 161 (1) AktG

Section 161 (1) AktG requires the management board and supervisory board of a publicly listed company to issue an annual declaration stating that the company has complied with, or intends to comply with, the recommendations of the Code and also stating the recommendations with which it has not complied or does not intend to comply, and the reasons why. Detailed reasons must be given for any departure from the recommendations of the Code. The comply-or-explain statement must be made permanently available to the public on the company’s website.

Following KION GROUP AG’s listing on the Regulated Market at Frankfurt Stock Exchange on 28 June 2013, the Executive Board and Supervisory Board issued the Company’s first comply-or-explain statement on 19 December 2013.

Both decision-making bodies considered the recommendations of the amended Code in detail and on 17 December 2014 they issued the second comply-or-explain statement of KION GROUP AG as required by section 161 (1) AktG as follows:

  1. Since the last comply-or-explain statement was issued in December 2013, KION GROUP AG has complied with all of the recommendations of the German Corporate Governance Code (the Code) as amended on 13 May 2013 with one exception.

    In departure from section 3.8 (3) of the Code, the articles of incorporation of KION GROUP AG do not provide for an excess in the D&O insurance policies for members of the Supervisory Board. The Company believes that such an excess is not typical at international level and would therefore make it considerably more difficult to find independent candidates, in particular candidates from outside Germany.
  2. The Code as amended on 24 June 2014 was announced in the German Federal Gazette on 30 June 2014. Since then, KION GROUP AG has complied with all of the recommendations in the Code as amended on 24 June 2014 with the one exception described above, and intends to continue to do so in future.

Wiesbaden, 19 December 2014

For the Executive Board:

Gordon Riske

Dr Thomas Toepfer

For the Supervisory Board:

Dr John Feldmann

The comply-or-explain statement is available on the website of KION GROUP AG at kiongroup.com/comply_statement

2. Relevant disclosures on corporate governance

3. Working methods of the Executive Board and Supervisory Board and composition of the committees of the Supervisory Board