1. Declaration of conformity pursuant to section 161 (1) AktG
Section 161 (1) of the German Stock Corporation Act (AktG) requires the executive 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 in the prevailing version of the German Corporate Governance 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 declaration of conformity on December 9 / 15, 2021.
Both decision-making bodies again considered the recommendations of the GCGC in detail and, on December 12 / 14, 2022, issued the following declaration of conformity for KION GROUP AG as required by section 161 (1) AktG:
Since issuing the last declaration of conformity in December 2021, KION GROUP AG has complied with all recommendations of the German Corporate Governance Code in the version dated December 16, 2019 with the following exception and, in the future, will comply with all recommendations of the German Corporate Governance Code as amended on April 28, 2022 with the following exception:
In deviation from recommendation G.10 sentence 2, according to which an executive board member should not be able to access the long-term variable bonus amounts until after four years, the Executive Board remuneration system of KION GROUP AG provides that Executive Board members should have access to the long-term variable bonus components after only three years. The Company is of the opinion that the consistency of the remuneration system for Executive Board members with the remuneration system for the Company’s executives should be maintained and that the long-term variable bonus amounts should be granted in line with the usual initial appointment period of an Executive Board member of three years.
KION GROUP AG also complies with most of the non-mandatory suggestions of the German Corporate Governance Code.
Frankfurt am Main, December 12 / 14, 2022
For the Executive Board:
Dr. Rob Smith
Dr. Henry Puhl
For the Supervisory Board:
Dr. Michael Macht
The declaration of conformity is permanently available to the public on the KION GROUP AG website at www.kiongroup.com/conformity. KION GROUP AG's declarations of conformity for the previous ten years are also permanently available via this link to the KION GROUP AG website.