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

The corporate governance declaration required by section 289a HGB includes the comply-or-explain statement in accordance with section 161 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 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, and intends to comply with, the recommendations of the Code or 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.

The Executive Board and Supervisory Board submitted the Company’s previous comply-or-explain statement on 19 December 2014.

Both decision-making bodies considered the recommendations of the amended Code in detail and, on 14 December and 17 December 2015 respectively, issued the third 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 2014, KION GROUP AG has complied with all of the recommendations of the German Corporate Governance Code (the Code) as amended on 24 June 2014 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 5 May 2015 was announced in the German Federal Gazette on 12 June 2015. Since then, KION GROUP AG has complied with all of the recommendations in the Code as amended on 5 May 2015 with the one exception described above, and intends to continue to do so in future.

 

Wiesbaden, 14/17 December 2015

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

4. Targets for the proportion of women