Disclosures relevant to acquisitions, section 315 (4) HGB

The disclosures relevant to acquisitions pursuant to section 315 (4) HGB together with the explanatory report form an integral part of the combined management report.

1. Composition of subscribed capital

The subscribed capital (share capital) of KION GROUP AG amounted to €108.79 million as at 31 December 2016. It is divided into 108.79 million no-par-value bearer shares. The share capital is fully paid up. All of the shares in the Company give rise to the same rights and obligations. Each share confers one vote and entitlement to an equal share of the profits. The rights and obligations arising out of the shares are defined by legal provisions. As at 31 December 2016, the Company held 164,468 shares in treasury. The primary intention is to offer these treasury shares to staff as part of the KION Employee Equity Programme (KEEP).

2. Restrictions on voting rights or the transfer of shares

The Company is not aware of any agreements entered into by shareholders of KION GROUP AG that restrict voting rights or the transfer of shares.

KION GROUP AG has no rights arising from the treasury shares that it holds (section 71b AktG).

3. Direct or indirect shareholdings in the Company that represent more than 10 per cent of the voting rights

As far as the Company is aware, only Weichai Power directly or indirectly held more than 10 per cent of the voting rights in KION GROUP AG as at 31 December 2016 and its shareholding was 43.26 per cent.

• Pursuant to the German Securities Trading Act, the shareholding held by Weichai Power is deemed to belong to the following other companies: > TABLE 004

Since the reporting date, there may have been further changes to the aforementioned shareholdings of which the Company is unaware. As the shares in the Company are bearer shares, the Company only learns about changes to the size of shareholdings if they are notifiable pursuant to the WpHG or other regulations.

4. Shares with special rights that confer authority to exert control over the Company

There are no shares with special rights that confer the authority to exert control over the Company.

5. Type of voting right controls in cases where employees hold some of the Company’s capital and do not exercise their control rights directly

There are no cases where employees hold some of the Company’s capital and do not exercise their control rights directly themselves.

6. Appointment and removal of members of the Executive Board; amendments to the articles of incorporation

Members of the Company’s Executive Board are appointed and removed in accordance with the provisions of sections 84 and 85 AktG and section 31 MitbestG. Pursuant to article 6 (1) of the articles of incorporation of the Company, the Executive Board must have a minimum of two members. The Supervisory Board determines the number of Executive Board members. Pursuant to section 84 AktG and section 6 (3) of the Company’s articles of incorporation, the Supervisory Board may appoint a Chief Executive Officer and a deputy.

Section 179 (1) sentence 1 AktG requires that amendments to the articles of incorporation be passed by resolution of the Annual General Meeting. In accordance with article 23 of the articles of incorporation in conjunction with section 179 (2) sentence 2 AktG, resolutions at the Annual General Meeting on amendments to the articles of incorporation are passed by simple majority of the votes cast and by simple majority of the share capital represented in the voting unless a greater majority is specified as a mandatory requirement under statutory provisions. The option to stipulate a larger majority than a simple majority in any other cases has not been exercised in the articles of incorporation.

The Supervisory Board is authorised in article 10 (3) of the articles of incorporation to amend the articles of incorporation provided that such amendments relate solely to the wording.

7. Authority of the Executive Board to issue or buy back shares

The Annual General Meeting on 12 May 2016 authorised the Company, in the period up to 11 May 2021, to acquire for treasury up to 10 per cent of all the shares in issue at the time of the resolution or in issue on the date the authorisation is exercised, whichever is the lower. Together with other treasury shares in the possession of the Company or deemed to be in its possession pursuant to section 71a et seq. AktG, the treasury shares bought as a result of this authorisation must not exceed 10 per cent of the Company’s share capital at any time. The Company may sell the purchased treasury shares through a stock exchange or by means of an offer to all shareholders. It may also sell the shares in return for a non-cash consideration, in particular in connection with the acquisition of a business, parts of a business or equity investments. In addition, the treasury shares may be offered to employees of the Company or of an affiliated company as part of an employee share ownership programme. The treasury shares can also be retired. Share buyback for trading purposes is prohibited. The authorisation may be exercised on one or more occasions, for the entire amount or for partial amounts, in pursuit of one or more aims, by the Company, by a Group company or by third parties for the account of the Company or the account of a Group company. At the discretion of the Executive Board, the shares may be purchased through the stock exchange, by way of a public purchase offer made to all shareholders or by way of a public invitation to shareholders to tender their shares. The authorisation to acquire shares for treasury, which existed until the adoption of a resolution on 12 May 2016 and had been granted by the Extraordinary General Meeting on 13 June 2013, was cancelled by the resolution on 12 May 2016.

In 2016, the Company made use of the authorisation granted on 12 May 2016 by the Annual General Meeting, purchasing 50,000 shares in the period 12 September to 27 September 2016. During the reporting year, 45,564 of the shares acquired that were still in treasury were used as part of the KEEP Employee Equity Programme for the employees of the Company and certain Group companies.

• On the basis of a resolution of the Company’s Annual General Meeting on 19 May 2014, the Executive Board was authorised, subject to the consent of the Supervisory Board, to increase the Company’s share capital by up to €9.89 million by issuing up to 9.89 million new no-par-value ordinary bearer shares for cash and / or non-cash contributions up to and including 18 May 2019 (2014 Authorised Capital).

Based on resolutions of the Executive Board and Supervisory Board dated 18 July 2016, the 2014 Authorised Capital was used in full; shareholders’ pre-emption rights were disapplied. The capital increase was entered in the commercial register on 20 July 2016. As part of this capital increase, the Company’s share capital was increased from €98.9 million to €108.79 million, a rise of €9.89 million, as a result of issuing 9.89 million new no-par-value bearer shares. Consequently, the Executive Board currently has no further authorisation from the Annual General Meeting to increase the Company’s share capital.

• On the basis of a resolution of the Annual General Meeting on 19 May 2014, the Executive Board was also authorised, in the period up to and including 18 May 2019, to issue convertible bonds, warrant-linked bonds, profit-sharing rights and / or income bonds with or without conversion rights, warrants, mandatory conversion requirements or option obligations, or any combinations of these instruments (referred to jointly as ‘debt instruments’) for a total par value of up to €800 million, and to grant conversion rights and / or warrants to – and / or to impose mandatory conversion requirements or option obligations on – the holders / beneficial owners of debt instruments to acquire up to 9.89 million new shares of KION GROUP AG with a pro-rata amount of the share capital of up to €9.89 million (‘2014 Authorisation’). The 2014 Conditional Capital of €9.89 million was created to service the debt instruments. The 2014 authorisation has not been used so far.

The 2014 Conditional Capital will be reduced by, among other things, the portion of the share capital attributable to shares issued on the basis of the 2014 Authorised Capital. As part of the capital increase in July 2016, 9.89 million new shares were issued on the basis of the 2014 Authorised Capital. Consequently, no more conditional capital is available on the basis of which the Executive Board would be able to issue shares.

8. Material agreements that the Company has signed and that are conditional upon a change of control resulting from a takeover bid, and the consequent effects

In the event of a change of control resulting from a takeover bid, certain consequences are set out in the following contracts (still in force on 31 December 2016) concluded between Group companies of KION GROUP AG and third parties:

• Senior facilities agreement dated 28 October 2015, concluded between KION GROUP AG and, among others, the London branch of UniCredit Bank AG.

In the event that a person, companies affiliated with this person, or persons acting in concert within the meaning of section 2 (5) of the German Securities Acquisition and Takeover Act (WpÜG) acquire(s) control over more than 50 per cent of the Company’s voting shares, the lenders may demand that the loans drawn down be repaid and may cancel the loan facilities under the senior facilities agreement.

• Acquisition facilities agreement dated 4 July 2016, concluded between KION GROUP AG and, among others, the London branch of UniCredit Bank AG.

The provisions in this agreement that apply in the event of a change of control are identical to those in the senior facilities agreement dated 28 October 2015.

• An agreement exists between KION GROUP AG and Volkswagen AG for the supply of internal combustion engines. This agreement includes a provision under which either party may terminate the agreement without notice if there is a change in ownership involving more than 50 per cent of the shares in either case.

9. Compensation agreements that the Company has signed with the Executive Board members or employees that will be triggered in the event of a takeover bid

No such agreements have been concluded between the Company and its current Executive Board members or employees.