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

Section 161 (1) of the German Stock Corporation Act (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.

The Executive Board and Supervisory Board submitted the Company’s previous comply-or-explain statement on 13 / 18 December 2017.

Both decision-making bodies again considered the recommendations of the amended Code in detail and, on 3 / 12 December 2018, issued the following comply-or-explain statement of KION GROUP AG as required by section 161 (1) AktG:

Since issuing the last declaration of conformity in December 2017, KION GROUP AG has complied with all but one of the recommendations of the German Corporate Governance Code (the ‘Code’) as amended on 7 February 2017 and intends to do so in the future.

In derogation of section 3.8 (3) of the Code, the articles of association of KION GROUP AG do not provide for a deductible for members of the Supervisory Board under D&O insurance. The Company believes that such a deductible is not customary on an international level and would therefore make it considerably more difficult to find independent candidates for the Supervisory Board, in particular candidates from outside Germany.

Frankfurt am Main, 3 / 12 December 2018

For the Executive Board:

For the Supervisory Board:

Dr John Feldmann

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