Report of the Supervisory Board of KION GROUP AG

Dear shareholders,

The 2025 financial year was characterized by a challenging geopolitical and macroeconomic environment, with global supply chains remaining volatile. Nevertheless, KION achieved a significant increase in order intake across all business segments and maintained its key financial metrics within expectations. Through the implementation of organizational adjustments and the continuation of the ‘Playing to Win’ strategy, important foundations were laid for the Company’s long‑term competitiveness. At the same time, the Company continued to advance its technological development through strategic partnerships in the areas of digitalization, automation, and physical AI. Significant progress in sustainability and the further improvement of key ESG ratings underscore the Group’s long‑term strategic orientation.

The Supervisory Board advised and supported the Executive Board at all times in its management and strategic development of KION, and fully performed the tasks and duties incumbent upon it in accordance with the law, the Company’s articles of association, and the rules of procedure.

Focus of the Supervisory Board’s work

At the total of eleven Supervisory Board meetings held in the year under review, the Supervisory Board thoroughly discussed all matters of relevance to the Company and checked whether the Company was being run lawfully, purposefully, and properly. In addition, one resolution was adopted through circulation procedure.

The Supervisory Board’s work in the reporting year focused on the corporate strategy (particularly in view of the competitive environment in individual markets and the dynamically developing geopolitical risks), the Group’s reporting and its financial situation, sustainability matters, and compliance and corporate governance topics. The Supervisory Board also received regular reports on the progress of the efficiency programs initiated by the Executive Board to reduce product costs, optimize internal processes, and strengthen competitiveness and innovative capacity.

At each quarter, the Supervisory Board was given a report on the Company’s economic position and on any material business transactions. Regular reports on compliance (including data protection), internal audit, and information security were also provided at Supervisory Board meetings.

At the meeting on February 26, 2025, the Supervisory Board studied the financial reporting, the sustainability reporting, and other reporting obligations of the Company relating to the 2024 financial year and adopted the concerning resolutions, including the proposal for the appropriation of profit. Further, it adopted resolutions on the target achievement for the Executive Board members’ variable remuneration, and the preparations for the 2025 Annual General Meeting, including the approval of nominations for new Supervisory Board members.

Topics of relevance to the Annual General Meeting, along with transactions requiring consent, governance topics and an editorial adjustment to the articles of association, were also on the agenda at the Supervisory Board’s meetings held on April 29, 2025 and before the Annual General Meeting on May 27, 2025. At its ordinary meeting held the same day after the Annual General Meeting, the Supervisory Board was constituted with its newly elected members. It also elected the chairman of the Supervisory Board, his deputy, and the members and chairmen of its committees.

The Supervisory Board deliberated extensively on the reporting related to compliance (including data protection) at its meeting on June 26, 2025.

At its strategy meeting on September 26, 2025, the Supervisory Board received reports from the CTO organization and on personnel planning and succession planning. It also took a close look at the ‘Playing to Win’ corporate strategy and progress with its implementation in terms of the Company’s growth, automation, artificial intelligence (AI), and software, as well as at organizational development and strategic personnel planning.

At its five meetings in the last quarter of the year 2025, the topics included the Supervisory Board’s discussion of and adoption of a resolution on the budget planning for 2026, various corporate governance matters (including the 2025 declaration of conformity), a number of transactions requiring consent, the Company-wide Business Transformation program for standardizing the ERP system, information security, corporate governance and personnel matters relating to the Executive Board and Supervisory Board, and the setting of the 2026 targets for the Executive Board’s variable remuneration.

The Supervisory Board also decided on personnel matters relating to the Executive Board by adopting a resolution through circulation procedure.

Collaboration between Supervisory Board and Executive Board

In the reporting year, the Supervisory Board continued to fulfill the tasks and responsibilities imposed on it by the law, the Company’s articles of association, and the German Corporate Governance Code (GCGC) with dedication and diligence.

The Supervisory Board worked intensively to oversee and monitor the Executive Board and advise it on how to manage the Company.

Both during meetings and between meetings, the Executive Board provided the Supervisory Board and its committees with regular written and oral reports on the Company’s economic position and material business transactions. Similarly, it kept them updated on the planning and strategy, plus progress with their implementation.

As in previous years, the Supervisory Board – in addition to the areas of focus mentioned above – discussed numerous other issues and transactions requiring consent and made necessary decisions. It was always fully involved in major decisions affecting the Company from an early stage. All members of the Supervisory Board had the opportunity to examine the documents, reports, and proposed resolutions that were presented in the full meetings or in the committees and to analyze and discuss them in detail.

Between meetings of the Supervisory Board and between those of its committees, the chairmen of the Supervisory Board and Audit Committee remained in close contact at all times with the Chief Executive Officer and Chief Financial Officer. There were also regular discussions between the chairman of the Audit Committee and those responsible for internal audit and corporate compliance in the Company, as well as the auditor.

Work of the committees

During the reporting period, five standing committees supported the Supervisory Board’s work and prepared resolutions to be adopted by the full Supervisory Board, enabling it to perform its tasks with the necessary degree of care and efficiency: the Mediation Committee pursuant to section 27 (3) of the German Codetermination Act (MitbestG), the Executive Committee, the Audit Committee, the Nomination Committee, and the Remuneration Committee. At the full Supervisory Board meeting following a committee meeting, the chairmen of the committees each reported on the outcome of their committee’s work and the main discussion points. The preparatory, in-depth work carried out by the committees was always considered by the Supervisory Board in its deliberations.

The Executive Committee held four meetings in the year under review. In 2025, the Executive Committee mainly focused on preparations for the full Supervisory Board meetings, on the Company’s financial position and financial performance, on personnel and organizational matters relating to the Executive Board, and on corporate governance matters relating to the Supervisory Board.

The Audit Committee, which is also the committee responsible for all sustainability and ESG-related matters, held five meetings in 2025. The meetings focused on the KION Group’s business performance and financial planning, on the Company’s risk situation, on matters related to the audit, its quality control, and the independence of the auditor, on the audit of the separate and consolidated financial statements of KION GROUP AG, on sustainability matters and on the interim financial reporting of the group. It also addressed financial and non-financial reporting and the compliance and internal audit reports. Particular attention was paid to matters relating to the KION Group’s financing strategy and its internal control and risk management system. The committee satisfied itself that there were no conflicts of interest in respect of the auditor. Supervisory Board resolutions required in this regard were prepared by the Audit Committee and reported to the Supervisory Board. The auditor reported regularly to the Audit Committee on its audit work and findings. The Audit Committee regularly held discussions without the Executive Board. In light of the Audit Committee’s wide range of duties and the importance to the Company of the topics dealt with by the Audit Committee, the Supervisory Board decided to increase the Audit Committee from four to six members with effect from January 1, 2026.

The Remuneration Committee, which held three meetings in 2025, discussed the setting and achievement of targets for the Executive Board members’ variable remuneration and the 2024 remuneration report.

The Nomination Committee convened for one meeting in 2025. The committee dealt with the succession planning for shareholder representatives on the Supervisory Board whose term of office was due to finish at the end of the 2025 Annual General Meeting. It also prepared the nominations for new Supervisory Board members to be presented to the Annual General Meeting.

There was no need for the Mediation Committee to meet in 2025.

Due to the accelerating pace of digital transformation and the growing strategic importance of technology and innovation to the Group, the role of the Supervisory Board increasingly includes the monitoring and proactive examination of technological innovations, the Company’s digital strategy and data governance, and the resulting risks. With effect from January 1, 2026, the Supervisory Board therefore established a Technology & Innovation Committee (T&I Committee), in order to fulfill these obligations with a high degree of efficiency, expertise, and quality and to bring together and maintain the requisite competencies within the Supervisory Board. The T&I Committee supports and advises the Supervisory Board with regard to monitoring the Company’s technology strategy for new and existing products (both hardware and software), innovation initiatives, the internal IT strategy, cybersecurity risks, and artificial intelligence (AI), as well as with regard to aligning technological resources with the Company’s goals. It can also provide advice to the Executive Board in this context.

Details of the committees’ members are provided in the 'Corporate governance statement’.

Summary of the nature of, and members’ participation in, the meetings of the Supervisory Board and its committees during the reporting period

Because of the composition of the Supervisory Board and its committees with members from Germany and abroad, meetings of both the Supervisory Board and its committees were held as either entirely virtual meetings or in a hybrid format with a combination of attendance in person and video conferencing.

There were also a number of working sessions, information events, and telephone and video conference calls for the purpose of providing the members of the Supervisory Board or the relevant committees with advance information. The employee representatives held separate preliminary discussions to deliberate on the agenda items of the full meetings of the Supervisory Board. In some cases, preparatory discussion took place between individual Supervisory Board or committee members as well.

The rate of participation for the meetings of the Supervisory Board and its committees stood at around 96 percent overall.

The members of the Executive Board generally participated in the meetings of the Supervisory Board and its committees. The Supervisory Board and its committees also met regularly without the Executive Board to discuss individual matters.

Personnel matters relating to the Executive Board

In 2024, the Supervisory Board had adopted resolutions that extended the Executive Board service contract and appointment of Dr. Richard Robinson Smith (CEO) with effect from January 1, 2025 by a further five years until December 31, 2029 and extended the Executive Board service contract and appointment of Ching Pong Quek (CTO & President KION ITS Asia Pacific) with effect from July 1, 2025 by a further five years until June 30, 2030.

In 2025, the Supervisory Board extended the Executive Board service contract and appointment of Valeria Gargiulo (CPSO) with effect from May 1, 2026 until April 30, 2030 and extended the Executive Board service contract and appointment of Christian Harm (CFO) with effect from July 6, 2026 until July 5, 2029.

Following preparatory work by its Executive Committee, the Supervisory Board closely monitored these personnel matters and discussed them in detail.

Self-assessment by the Supervisory Board

The Supervisory Board carries out a regular self-assessment every two to three years in accordance with recommendation D.12 GCGC. The next self-assessment is currently scheduled for 2027.

Corporate governance matters handled by the Supervisory Board

In the declaration of conformity pursuant to section 161 of the German Stock Corporation Act (AktG), which was issued on December 16/17, 2025, the Supervisory Board and Executive Board declared that KION GROUP AG had complied with all the recommendations in the GCGC since the issue of the previous declaration of conformity and would also comply with them all in the future. The most recent declaration of conformity and previous versions are permanently available to the public on the KION GROUP AG website at www.kiongroup.com/conformity.

The Supervisory Board reviewed the content of the non-financial Group report, which the Company is obliged to publish in accordance with section 315b of the German Commercial Code (HGB). The Company fulfills this obligation by publishing a voluntary Group sustainability report that also includes the sustainability statement according to the European Sustainability Reporting Standards (ESRS). The Supervisory Board engaged the Company’s auditor, KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, to prepare a voluntary limited assurance review of this report for 2025. After reviewing this report, the Supervisory Board did not raise any objections.

The Executive Board and Supervisory Board provide a detailed report on corporate governance at KION GROUP AG in the 'Corporate governance statement’, which can also be found on the KION GROUP AG website at www.kiongroup.com/en/About-us/Management. The corporate governance statement includes information on topics such as the objectives for the composition of the Supervisory Board, including its diversity plan and profile of skills and expertise, and reports on progress with achieving them. Supported by an external consultant, the Supervisory Board thoroughly reviewed and updated this profile of skills and expertise in 2025.

Following the new constitution of the Supervisory Board after the 2025 Annual General Meeting, the Supervisory Board took a close look at its internal organizational structures, the frequency and length of its meetings, and the responsibilities and composition of its committees. It then decided to make changes in order to reflect the current situation, for example by establishing the new T&I Committee and expanding the Audit Committee from four to six members.

The Company supports the members of the Supervisory Board in the performance of their tasks by providing suitable training and development opportunities. New members of the Supervisory Board are given special onboarding information in order to familiarize them with the KION Group and its internal structures and processes. In the reporting period, for example, such onboarding events were held for all newly elected Supervisory Board members.

The Supervisory Board did not become aware of any conflicts of interest involving Executive Board or Supervisory Board members during the year under review.

Relationships with affiliated entities (dependency report)

The Supervisory Board examined the report concerning relationships with affiliated entities (dependency report), which the Executive Board signed off on February 24, 2026. The auditor reviewed this report and issued an auditor’s report. Based on its audit, which it completed on February 24, 2026 without having identified any deficiencies, the auditor issued the following opinion:

‘Based on our audit and assessment in accordance with professional standards, we confirm that

1. the facts in the report are stated accurately;

2. the consideration given by the entity for the transactions specified in the report was not unreasonably high;

3. there are no circumstances in respect of the measures specified in the report that would justify an opinion materially different from the opinion of the Executive Board.’

The dependency report and the auditor’s report about it were distributed to all the members of the Supervisory Board in good time. Both reports were discussed in detail in the presence of the auditor at the Supervisory Board meeting on February 25, 2026, after the auditor had presented its report in person. The Supervisory Board approved the findings of the audit conducted by the independent auditor and, based on the final outcome of its own review, did not raise any objections to the Executive Board’s declaration at the end of the dependency report.

Engagement of the auditor; audit of the separate and consolidated financial statements

The Company’s independent auditor, KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, audited the separate financial statements, the consolidated financial statements, and the combined management report for KION GROUP AG and the Group for the year ended December 31, 2025 following its election by the Annual General Meeting on May 27, 2025.

The auditor was also engaged to conduct a voluntary review of the Group sustainability report.

The auditor was appointed by the chairman of the Supervisory Board on October 15, 2025. The key audit matters were discussed and set out accordingly at the Audit Committee’s meeting on October 29, 2025.

The auditor submitted its report relating to the 2025 separate financial statements, consolidated financial statements, and combined management report (including the Group sustainability report) to the members of the Audit Committee and the members of the Supervisory Board, in each case with the required lead time. The Audit Committee and Supervisory Board each discussed the report extensively in the presence of the auditor and, in some cases, without the Executive Board being present. The auditor reported in detail on the main findings of the audit on each occasion.

On February 24, 2026, the auditor issued an unqualified audit opinion on the separate financial statements, consolidated financial statements, and group management report, which was combined with the Company’s management report, and an unqualified conclusion on the Group sustainability report. Having itself scrutinized the Company’s separate financial statements, consolidated financial statements, and combined management report (including the Group sustainability report) for the year ended December 31, 2025, the Supervisory Board – on the basis of a recommendation from the Audit Committee – agreed with the findings of the audit by the auditor after further discussing these findings at its meeting on February 25, 2026 and did not raise any objections. The Supervisory Board approved the Company’s separate financial statements and consolidated financial statements for the year ended December 31, 2025 prepared by the Executive Board, thereby adopting the annual financial statements.

At its meeting on February 25, 2026, the Supervisory Board also discussed and approved the proposal made by the Executive Board that the distributable profit of KION GROUP AG be appropriated for the payment of a dividend of €0.62 per no-par-value share. In doing so, the Supervisory Board took account of the Company’s financial situation and performance, its medium-term financial and capital-expenditure planning, and the interests of the shareholders. The Supervisory Board believes the proposed dividend is appropriate.

Personnel changes on the Supervisory Board of KION GROUP AG

The terms of office of Supervisory Board members Hans Peter Ring (former chairman of the Supervisory Board), Dr. Shaojun Sun, Dr. Christina Reuter, and Ping Xu ended at the close of the Annual General Meeting on May 27, 2025. Furthermore, Dr. Nicolas Peter resigned from the Supervisory Board of KION GROUP AG with effect from the end of the Annual General Meeting on May 27, 2025. At the Annual General Meeting on May 27, 2025, Dr. Mohsen Sohi, Peter Kameritsch, Sherry A. Aaholm, and Xiaomei Zhang were elected as new members of the Supervisory Board. Dr. Mohsen Sohi, Sherry A. Aaholm and Xiaomei Zhang were elected for a term of office ending at the close of the 2030 Annual General Meeting. Peter Kameritsch and Dr. Shaojun Sun were elected until the end of the Annual General Meeting in 2027, since at that time the regular term of office of their respective predecessors would have ended.

The Supervisory Board would like to thank all employees and the members of the Executive Board for their commitment over the past financial year.

This report was discussed thoroughly and in detail at the Supervisory Board meeting on February 25, 2026, when it was adopted.

Dr. Mohsen Sohi
Chairman