Disclosures relevant to acquisitions

The following disclosures are made in accordance with section 315a HGB.

1. Composition of subscribed capital

The subscribed capital (share capital) of KION GROUP AG amounted to around €131.2 million as at December 31, 2025. It was divided into around 131.2 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 December 31, 2025, the Company held 73,876 shares in treasury.

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.

In respect of the KION GROUP AG shares that they hold and are required to purchase in accordance with their individual Executive Board service contract, the members of the Executive Board have committed to a lock-up obligation for the duration of the term of their individual Executive Board service contract. As at December 31, 2025, the Executive Board members in office as at that date together held 100,673 shares in KION GROUP AG that they are required to hold under the share ownership guidelines. This equates to around 0.08 percent of the shares issued by the Company. Further details of the share ownership guidelines for the Executive Board members in office as at December 31, 2025 can be found in the 2025 remuneration report, which is published on the KION Group website at www.kiongroup.com/remuneration.

KION GROUP AG has no rights arising from the treasury shares that it holds (section 71b AktG). By law, the voting rights attaching to the affected shares are generally disapplied in the cases set out in section 136 AktG.

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

As far as the Company is aware, only Weichai Power (Luxembourg) Holding S.à r.l. (‘Weichai Power’), Luxembourg, directly held more than 10 percent of the voting rights in KION GROUP AG as at December 31, 2025 and its shareholding was 46.5 percent.

According to the voting-right notifications pursuant to the German Securities Trading Act (WpHG), the voting rights held by Weichai Power are deemed to belong to the following other companies and countries:

Since the reporting date, there may have been 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 these changes are notifiable pursuant to the German Securities Trading Act 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 association

Article 6 of the Company’s articles of association stipulates that members of the Company’s Executive Board must be appointed and removed in accordance with sections 84 and 85 AktG and section 31 MitbestG. Pursuant to article 6 (1) of the articles of association 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 article 6 (3) of the Company’s articles of association, 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 association be passed by resolution of the Annual General Meeting. In accordance with article 23 of the articles of association in conjunction with section 179 (2) sentence 2 AktG, resolutions at the Annual General Meeting on amendments to the articles of association 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 association.

The Supervisory Board is authorized in article 10 (3) of the Company’s articles of association to amend the articles of association provided that such amendments relate solely to the wording.

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

The Company is authorized to issue shares, acquire shares for treasury, and use treasury shares as follows:

Acquisition of shares for treasury

In 2025, the Company was authorized as follows to purchase shares for treasury:

• The Annual General Meeting on May 11, 2021 authorized the Company, in the period up to and including May 10, 2026, to acquire for treasury up to 10 percent of all the shares in issue at the time of the resolution or in issue on the date the authorization is exercised, whichever is the lower. The shares acquired as a result of this authorization together with other shares of the Company that the Company has already acquired and still possesses or that are deemed to be in its possession pursuant to section 71a et seq. AktG must not exceed 10 percent of the share capital at any time. The Company may use the treasury shares acquired as a result of these and earlier authorizations for any permitted purpose. In particular, the Company may retire the treasury shares or sell them 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. The acquired treasury shares may also be used to settle conversion rights or warrants issued by the Company or one of its affiliated companies. In addition, the acquired treasury shares may be offered to persons having an employment or service relationship with the Company or one of its affiliated companies as part of an employee share ownership program. The Company’s Supervisory Board was also authorized to offer the acquired treasury shares to members of the Company’s Executive Board as part of their Executive Board remuneration. In particular, they may be offered, promised, and transferred to the members of the Company’s Executive Board. The authorization may not be used for the purpose of trading treasury shares. The authorization 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 companies that are dependent on or majority-owned by the Company, or for the account of the Company or these companies. 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 Company did not make use of this authorization in 2025.

Authorized capital

The Company’s authorized capital of up to €279,353 set out in article 4 of the articles of association expired at the end of July 15, 2025. No use was made of the authorization to issue new shares in the reporting period. No authorization to increase the share capital using authorized capital in accordance with section 202 AktG existed as at the reporting date.

Debt instruments

The Executive Board’s authorization to issue bonds with conversion rights and/or warrants and to simultaneously create conditional capital in accordance with article 4 (5) of the articles of association expired at the end of July 15, 2025. No use was made of this authorization in the reporting period. No more such authorizations existed as at the reporting date.

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 significant contracts (still in force on December 31, 2025) concluded between KION GROUP AG or Group companies of KION GROUP AG and third parties:

KION GROUP AG

• Sustainability-linked syndicated revolving credit facility agreement for €1,386 million dated October 4, 2021 (as amended), concluded between KION GROUP AG and, among others, Landesbank Hessen-Thüringen Girozentrale (outstanding nominal utilization as at December 31, 2025: €0).

  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 percent of the Company’s voting shares, the lenders may demand that the loans drawn down be repaid and may cancel the loan facility under the sustainability-linked syndicated revolving credit facility agreement dated October 4, 2021.

• Sustainability-linked syndicated revolving credit facilities agreement for €1,750 million dated April 20, 2022 (as amended), concluded between KION GROUP AG and, among others, Landesbank Baden-Württemberg (outstanding nominal utilization as at December 31, 2025: around €1,476 million).

  The provisions in the sustainability-linked syndicated revolving credit facilities agreement dated April 20, 2022 that apply in the event of a change of control are largely identical to those in the sustainability-linked syndicated revolving credit facility agreement dated October 4, 2021.

As at December 31, 2025, the Company had promissory note agreements with a nominal amount of around €402.5 million outstanding:

• Promissory note agreement dated February 13, 2017, concluded between KION GROUP AG and Landesbank Baden-Württemberg; the latter subsequently passed it on to its investors.

• Promissory note agreements (five tranches with different coupons and different maturities) dated September 27, 2023, concluded between KION GROUP AG and Landesbank Baden-Württemberg; the latter subsequently passed them on to its investors.

  The provisions in the aforementioned promissory note agreements that apply in the event of a change of control are largely identical to those in the sustainability-linked syndicated revolving credit facility agreement dated October 4, 2021.

• Euro medium term notes, issued under a medium-term note program dated November 20, 2024, arranged by KION GROUP AG with the dealers Banco Santander, S.A., DZ BANK AG, J.P. Morgan SE, and Landesbank Hessen-Thüringen Girozentrale (outstanding nominal amount as at December 31, 2025: €500 million).

In the event that one person or multiple persons (the ‘relevant person[s]’), who are acting in concert within the meaning of section 34 (2) WpHG, or one or multiple third parties acting by order of the relevant person(s), at any time indirectly or directly hold(s) or has/have acquired (i) more than 50 percent of the outstanding share capital of the issuer or (ii) that number of shares that, under normal circumstances at the issuer’s Annual General Meeting, would account for more than 50 percent of the voting rights that can be exercised, and the credit rating is lowered due to a change of control within the change of control period, each beneficial owner has the right to demand repayment of their promissory note.

Group companies of KION GROUP AG

As at December 31, 2025, certain Group companies of KION GROUP AG also had finance totaling €1.905 billion outstanding in connection with the existing asset-backed securities documentation: 

• Asset-backed securities documentation in the United Kingdom dated February 15, 2018 (as amended), concluded between KION Financial Services Ltd. and K-Lift S.A. Compartment 1; the noteholders are Skandinaviska Enskilda Banken AB (PUBL) and Commerzbank Aktiengesellschaft. 

• Asset-backed secured loan documentation in Sweden dated June 5, 2019 (as amended), concluded between KION Financial Services Sweden AB and the Frankfurt am Main branch of Skandinaviska Enskilda Banken AB (PUBL). 

• Asset-backed securities documentation in France dated July 17, 2019 (as amended), concluded between KION Financial Services France SAS (formerly Fenwick Financial Services SAS and legal successor of STILL Location Services SAS) and K-Lift S.A. Compartment 2; the noteholder is UniCredit Bank GmbH; UniCredit Bank AG was originally the noteholder. 

• Asset-backed securities documentation in Germany dated June 30, 2020 (as amended), concluded between STILL Financial Services GmbH and K-Lift S.A. Compartment 3; the noteholder is Weinberg Capital DAC; Weinberg Capital DAC issues asset-backed commercial paper (ABCP) to investors. 

• Asset-backed securities documentation in Italy dated October 6, 2021 (as amended), concluded between KION Rental Services S.p.A. and KION Financial Services GmbH and K-Lift S.A. Compartment 4; the noteholders are Helaba and Commerzbank Aktiengesellschaft.

  The provisions in the aforementioned asset-backed securities documentation that apply in the event of a change of control are largely identical to those in the sustainability-linked syndicated revolving credit facility agreement dated October 4, 2021.

• Asset-backed securities documentation in Spain dated July 10, 2025 (as amended), concluded between KION Rental Services S.A.U. and K-Lift S.A. Compartment 6; the noteholders are the Frankfurt am Main branch of Skandinaviska Enskilda Banken AB (PUBL) and Landesbank Hessen-Thüringen Girozentrale.

  In the event of changes to the ownership of KION GROUP AG (the guarantor) that Landesbank Hessen-Thüringen Girozentrale (the buyer) legitimately believes could significantly hamper the ability of KION GROUP AG to meet its obligations arising from the framework agreement dated December 19, 2019 regarding the purchase and administration of receivables, the buyer is entitled to terminate the framework agreement without notice.

• Together with a Group company, KION GROUP AG had the following promissory note agreements with a nominal amount of €200 million outstanding as at December 31, 2025: promissory note agreements (two tranches with different coupons) dated June 18, 2025, concluded between KION Financial Services GmbH, KION GROUP AG, and BANK OF CHINA LIMITED.

  The provisions in the aforementioned promissory note agreements that apply in the event of a change of control are largely identical to those in the sustainability-linked syndicated revolving credit facility agreement dated October 4, 2021.

Together with the Company, certain Group companies of KION GROUP AG concluded a factoring agreement with a volume of €210 million with Société Générale Factoring on July 17, 2025. The agreement contains a change-of-control clause that gives the contractual partner the right to terminate the agreement without notice in the event of a change in the controlling interest in one of the Group companies and/or in the Company. A change of control can therefore end the factoring-based financing that is in place and impact on the Company’s liquidity situation. This agreement does not give rise to any other financial obligations or claims to compensation.

9. Compensation agreements that the Company has signed with the Executive Board members or employees and 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.