KION : Remuneration system for the members of the Executive Board

Remuneration system for the members of the

Executive Board of KION GROUP AG

PREAMBLE

The previous remuneration system for the Executive Board members of KION GROUP AG (henceforth, "KION Group" or "the Company") was approved by the Annual General Meeting on May 11, 2021 with effect from January 1, 2021 (henceforth, "2021 remuneration system").

In the 2023 financial year, the remuneration committee of the Supervisory Board together with the support of an external, independent Corporate Governance Consultancy conducted a detailed review of the 2021 remuneration system. Particular consideration was given to whether the current remuneration system continues to promote the implementation of the enhanced corporate strategy, which places a stronger focus on sustainability, as well as the long-term development of the Company in the best possible way. Moreover, the feedback received from shareholders over the past few years was taken into account.

Based on the results of the review, the remuneration committee has developed concrete proposals for revisions to the 2021 remuneration system. The revised remuneration system (henceforth, "2024 remuneration system") was approved by the Supervisory Board on February 28, 2024 and will be presented to the Annual General Meeting on May 29, 2024.

The new remuneration system will apply from January 1, 2024, for all members of the Executive Board whose service contracts are newly concluded or extended from the time of approval of the remuneration system by the Annual General Meeting. The new remuneration system will also apply from January 1, 2024, for the members of the Executive Board already appointed at the time of the approval of the remuneration system by the Annual General Meeting. In order to implement the remuneration system, the Supervisory Board will agree on appropriate adjustments to the service contracts with the members of the Executive Board on behalf of the Company.

The main changes to the remuneration system can be summarized as follows:

Reduction of discretionary options

In order to ensure the objectivity and proportionality of the remuneration of the Executive Board, the possibility of awarding special remuneration was removed in the 2024 remuneration system. In addition, the range of the individual performance multiplier for the one-year variable remuneration (Short Term Incentive, "STI") was reduced from 0.7 to 1.3 to 0.8 to 1.2. The new range still offers a sufficient scope to set differentiated incentives to improve performance, follows standard market framework and rules out excessive adjustments of remuneration at the individual level. For the multi-year variable remuneration (Long-Term Incentive, "LTI"), the 2024 remuneration system no longer provides for the possibility of adjusting the remuneration of the Executive Board by means of an individual performance multi- plier.

Long-term orientation

In accordance with section 87 para 1 sentence 2 of the German Stock Corporation Act (AktG), the Supervisory Board ensures that the remuneration of the Executive Board promotes the long-term and sustainable development of the KION Group. This is achieved in particular by extending the term of the LTI to four years, which meets the recommendations of the German Corporate Governance Code (GCGC).

Strengthening of the strategic focus

The short- and long-termperformance-related strategic objectives of the KION Group are summarized under the revised corporate strategy. In line with the principle of performance-related Executive Board remuneration, these strategic objectives are also reflected in the remuneration system for the KION Group Executive Board. For instance, the 2024 remuneration system places a stronger focus on the criteria of sustainability and efficient use of capital.

In particular, the efficient use of capital is strengthened by a greater weighting of the return on capital employed ("ROCE") in the LTI (weighting: 50% instead of 40%). At the same time, the relative total shareholder return ("relative TSR") is retained as a performance target with a reduced weighting (weighting: 30% instead of 40%) and an adjusted target achievement curve. In future, the increase in the share price will be incentivized by means of a standard market target achievement curve, which continues to represent an ambitious target setting while ensuring a balanced risk/reward profile.

The link between the Executive Board's variable remuneration and the strategic goal of sustainability was also optimized in the 2024 remuneration system. In both the STI and the LTI, two performance targets from the areas of environment, social and governance ("ESG targets") are taken into account. To ensure the strategic relevance of the ESG targets, the Supervisory Board selects the specific targets from a defined list of criteria which contains a selection of sustainability aspects that are material to the KION Group's business model. The use of ESG ratings as a performance target is not considered.

The main changes to the remuneration components and their respective rationale can be found in the following table:

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In the following sections, the 2024 remuneration system is explained in detail. The new system continues to comply with the requirements of the German Stock Corporation Act and takes into account the recommendations of the German Corporate Governance Code (GCGC) in the version dated April 28, 2022.

1. RELATIONSHIP BETWEEN THE REMUNERATION SYSTEM AND THE CORPORATE STRATEGY

The corporate strategy represents the basis of the Company's success, aligning the KION Group's comprehensive intralogistics offering even more closely with the specific needs of the respective customer industries. To this end, hardware (industrial trucks and automation solutions), software (from the control station to vehicle control) and services (from repair to financing) will be further interlinked to form a holistic offering. The corporate strategy represents the guiding framework for the Company's profitable growth and sets group-wide targets:

• Growth: By providing integrated, automated and holistic solutions across both segments, the KION Group seeks to achieve a growth that exceeds the one of the global materials handling market.
• Profitability: The KION Group is consistently taking measures to ensure the Company's profit- able growth and is pursuing the ambition of permanently improving the adjusted earnings before

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interest and taxes margin (adjusted EBIT margin) to over 10%, both for the Group and for the two operating segments Industrial Trucks & Services and Supply Chain Solutions.

• Efficient Capital Investment: The KION Group continuously works on optimizing the return on the capital employed (ROCE). This approach is reflected not only in the increasing results, but also in the management of the assets as well as efficient capital investment.
• Resilience & Agility: A resilient business model is intended to ensure profitability throughout various business cycles. Increased diversification by region and customer sector contributes to this objective, as well as the expansion of the service business and the further optimization of the production and purchasing network.
• Sustainability: Through a sustainability strategy backed by targets and measures, the KION Group is working on sustainable and safe products and solutions for its customers, sustainable logistics processes and a safe and diverse workplace for employees. In this way, the KION Group contributes to social justice and climate protection in the material handling industry and the in- dustries of its customers.

The 2024 remuneration system promotes the sustainable achievement of these strategic objectives by linking the short-term and long-term variable remuneration of Executive Board members to the identified drivers for the realization of the strategy in a comprehensible manner. This is accomplished specifically by selecting financial and non-financial targets that are in line with the KION Group's corporate strategy.

The one-year KION GROUP AG Short Term Incentive Plan ("Short Term Incentive" or "STI") is linked to the economic performance targets of adjusted EBIT margin, free cash flow, revenue and ESG targets. In addition, the individual performance of the Executive Board members is taken into account as part of the individual performance multiplier.

In order to align the remuneration of Executive Board members with the long-term and sustainable development of the KION Group, the long-term variable remuneration accounts for a significant proportion of the total remuneration. The long-term variable remuneration is structured in the form of a four-year performance share plan, the KION GROUP AG Performance Share Plan ("Long Term Incentive " or "LTI"). The financial performance targets are the relative TSR of KION GROUP AG based on the share price of KION GROUP AG ("KION share") compared to the MDAX as a market-based financial performance target and the ROCE as an internal financial performance target. The LTI is also linked to ESG targets. These performance targets in conjunction with the consideration of the share price performance ensure the long-term effect of the behavioral incentives and link the interests of the Executive Board with the interests of the KION Group's stakeholders.

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1. THE 2024 REMUNERATION SYSTEM IN DEPTH

1. Remuneration components

1. Overview of the remuneration components

The remuneration of the members of the Executive Board consists of fixed and variable components. The fixed components of the remuneration of the Executive Board members include the monthly salary payments ("fixed salary"), fringe benefits and pension benefits. Variable components are the STI with a one-year term and the LTI with a four-year term. The remuneration system also provides for an obligation to acquire and hold shares, standard market malus and clawback provisions and a maximum amount of remuneration in accordance with section 87a para.1 sentence 2 no.1 AktG. There is explicitly no possibility of granting any special remuneration during the term of the service contract.

Remuneration component			Design
Fixed remuneration components
Fixed salary	Generally paid at the end of each month
Fringe benefits	- Company car that can also be used privately, pool of drivers
	- Accident insurance
	- Medical health check-up
	- Option for one-off and temporary benefits for new members of
	the Executive Board
	- Possibility of other fringe benefits in special cases, in particular
	in connection with activities or assignments abroad, e.g. reim-
	bursements for higher tax or social security charges, compensa-
	tion for exchange rate fluctuations, additional costs for travel or
	accommodation and insurance
	etc.
Pension benefits	- In principle: defined contribution system
	- Alternative: annual pension substitute in cash for own provi-
	sions
Variable remuneration components
One-year variable remunera-	Plan type:	Target bonus
tion (Short Term Incen-	Performance period:	One financial year
tive/STI)	Performance targets:	- Adjusted EBIT margin (30%)
		- Free cash flow (30%)
		-	Revenue (20%),
		-	ESG targets (20%)
		-	Individual performance
			(Multiplier 0.8-1.2)
	Cap:	200% of the target amount
	Payout:	In cash after approval of the consoli-
		dated financial

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Remuneration component			Design
		statement for the respective financial
		year
Multi-year variable remunera-	Plan type:	Performance Share Plan
tion (Performance Share	Term:	4 years:
Plan/LTI)		-	3-year performance period
		- 1-year waiting period
	Performance targets:	-	ROCE (50%)
		- Relative TSR vs. MDAX
			(30%)
		-	ESG targets (20%)
	Caps:	- Cap for number of performance
			shares:
			200% of the conditionally granted
			performance shares
		-	Payout cap:
			250% of the target amount
	Payout:	In cash or in shares of the Company af-
		ter the end of the waiting period
Further contractual components
Option for one-off payment to	- (Proportionate) compensation in the event of proof of forfeited
new members of the Execu-	remuneration from previous employer
tive Board to compensate for
forfeited remuneration
Share acquisition and waiting	- Shares worth one year's fixed salary must be held
obligations (Share Ownership	- Four-yearbuild-up phase
Guideline)	- Waiting period/sale restriction until the end of appointment
Malus and clawback	- Applies to variable remuneration components

• In the event of a relevant misconduct and/or subsequent changes to the Company's results

Maximum remuneration	-	CEO: € 8.25 million
according to section 87a AktG	-	Members of the Executive Board: € 6 million

The application of the remuneration system and the resulting remuneration of the members of the Executive Board is described in detail in the remuneration report after the end of the financial year.

2. Procedures for determining, implementing and reviewing the remuneration system

The Supervisory Board determines the remuneration system for the members of the Executive Board. The Remuneration Committee is responsible for preparing resolutions of the Supervisory Board on all issues concerning the remuneration of the Executive Board members. This particularly includes the remuneration system and its regular review. The Supervisory Board reviews the remuneration system at its own discretion, but at least every four years. In doing so, the Supervisory Board carries out a market

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comparison and considers changes in the corporate environment, the overall economic situation and strategy of the Company, changes and trends in national and international corporate governance standards and the remuneration and employment conditions of employees. If necessary, the Supervisory Board consults external remuneration experts and other advisors. In case of the latter, the Supervisory Board ensures that the external remuneration experts and consultants are independent of the Executive Board and the Company and takes precautions to avoid any conflicts of interest.

The Supervisory Board submits the remuneration system for the Executive Board to the Annual General Meeting for approval each time a significant change is made, and at least every four years. If the Annual General Meeting does not approve the system presented, the Supervisory Board submits a revised remuneration system for approval by the following Annual General Meeting at the latest.

Based on the remuneration system, the Supervisory Board determines the total target remuneration for each member of the Executive Board that is commensurate with his or her tasks, performance and the situation of the Company while not exceeding the usual remuneration without specific reasons. To this end, the Supervisory Board regularly reviews the level of remuneration of the Executive Board. When assessing the appropriateness of remuneration, the Supervisory Board considers both the KION Group's market environment (horizontal comparison in relation to the remuneration of Executive Board mem- bers) and the Company's internal remuneration structure (vertical comparison).

For the horizontal comparison, a market comparison is carried out based on the criteria of country, company size and industry. For the market comparison, the Supervisory Board applies an index which is relevant to the KION Group, such as the DAX, MDAX or SDAX, or a combination of them. For the industry criteria, an individual peer group of relevant industry competitors is used.

For the vertical comparison, the Supervisory Board takes into account the remuneration and employment conditions of the employees in several respects when determining the remuneration of the Executive Board. Firstly, when determining the individual remuneration levels for members of the Executive Board, the relationship between the remuneration of the Executive Board and that of Senior Management and the overall workforce is considered, specifically in terms of its development over time. Sec- ondly, the Company aims to ensure that the financial and non-financial performance targets in the variable remuneration that apply to the Executive Board also apply to managers. This ensures a uniform steering and incentive effect within the Company.

The Supervisory Board takes appropriate measures to ensure that potential conflicts of interest between Supervisory Board members involved in the discussions and decisions on the remuneration system are avoided and, if necessary, resolved. Each member of the Supervisory Board is obliged to disclose conflicts of interest to the Chairman of the Supervisory Board. The Chairman of the Supervisory Board discloses any conflicts of interest affecting him to the Chairman of the Audit Committee. Decisions on how to deal with an existing conflict of interest are made on a case-by-case basis. In particular, a Supervisory Board member affected by a conflict of interest may not participate in a meeting, individual discussions or decisions of the Supervisory Board or a committee.

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3. Remuneration structure and maximum remuneration

The total target remuneration for a financial year comprises the fixed salary, the STI and LTI, fringe benefits as well as pension benefits. The relative shares of the fixed and variable remuneration components are shown below in relation to the total target remuneration. The STI and LTI are each based on a 100% target achievement.

	Fixed remuneration	Variable remuneration
	(Fixed salary + fringe benefits	STI	LTI
	+ pension benefits)
CEO	40-50%	15-25%	30-40%
Members of the Executive Board	35-45%	15-25%	35-50%

The aforementioned percentages may deviate slightly, for example, due to the additional taxes, social security contributions and fringe benefits assumed for members of the Executive Board working abroad or the development of expenses for contractually agreed fringe benefits and the pension benefits as well as for any new appointments, e.g. due to compensation payments.

In accordance with the provisions of section 87a para.1 sentence 2 no.1 AktG, the amount of total remuneration awarded for a financial year is capped ("maximum remuneration"). The maximum gross remuneration is € 8.25 million for the CEO of the Executive Board and € 6 million gross for each member of the Executive Board. If the calculated total remuneration for a financial year exceeds the maximum remuneration, the remuneration is reduced accordingly. This maximum remuneration represents an absolute upper limit, which is generally not exploited.

The total remuneration generally includes the fixed salary awarded for the respective financial year, the service cost of the pension benefits, as well as the fringe benefits and variable remuneration awarded for the respective financial year (STI, paid out in the following financial year, and LTI, allocation for the financial year, paid out after the end of the four-year term). If the calculated payout amount of the LTI exceeds the maximum remuneration at the end of the four-year term, it is reduced.

Irrespective of the defined maximum remuneration, the STI payout amount is limited to 200% of the respective target amount and the LTI payout amount to 250% of the allocation amount. These limits are only reached in the event of outstanding company performance and a strong share price development.

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4. Fixed remuneration components

4.1 Fixed salary

The members of the Executive Board receive an annual fixed salary, which is generally paid in twelve equal installments at the end of each month. By way of derogation, Executive Board members working abroad may receive payments at a different frequency if this is in line with local practice.

4.2 Fringe benefits and other benefits

The KION Group generally provides each Executive Board member with a company car, also for private use. Alternatively, an allowance can be agreed with Executive Board members as a fixed monthly amount (car allowance). The members of the Executive Board can make use of a driver for the company car provided. The members of the Executive Board also receive typical fringe benefits, such as contributions to health, long-term care and pension insurance, accident insurance and an annual medical check-up.

The Supervisory Board is authorized to grant additional benefits to members of the Executive Board in special cases, in particular in connection with activities or assignments abroad, such as reimbursements for higher tax or social security charges, compensation for exchange rate fluctuations, additional costs for travel or accommodation and insurance.

In addition, newly appointed members of the Executive Board may be given one-off,time-limited ben- efits. These benefits may include, for example, payments to compensate for variable remuneration that has demonstrably expired with a previous employer or other disadvantages, as well as benefits in connection with a relocation. In this way, the Supervisory Board retains the necessary flexibility to attract the best candidates for the Executive Board of the KION Group.

Such additional benefits are disclosed in the remuneration report.

4.3 Pension Benefits

The KION Group generally grants the members of the Executive Board a retirement, disability and survivors' pension. The granted retirement benefits are generally paid upon reaching the standard retirement age under the statutory pension insurance scheme. Early drawdown is possible from the age of 62. The annual pension contribution is agreed upon individually with the Executive Board members. The pension account earns interest at the statutory guaranteed interest rate for the life insurance industry (applicable maximum interest rate for calculating the actuarial reserves of life insurance companies in accordance with para. 2 section 1 of the German Regulation on the Principles Underlying the Calculation of the Premium Reserve Ordinance (DeckRV)). If higher interest is achieved by investing the pension account, this will be credited to the pension account when the pension event occurs (surplus share). In the event of disability or death during the active service contract, the contributions are credited to the

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pension account at the age of 60, whereby the increase is limited to a maximum of ten annual contribu- tions. In the event of a pension event, a one-off payment or, upon written request, a payment in ten annual installments is made.

Alternatively, the KION Group can agree upon a fixed annual pension substitute in cash for own provisions with members of the Executive Board. These Executive Board members can use the pension allowance to manage their pension independently. In this case, no further benefits are granted under the pension benefits of the KION Group.

The KION Group can also agree with Executive Board members that existing legacy commitments from previous contractual relationships will be continued. If such a continuation of an existing commitment is agreed, the pension arrangements are reported transparently in the remuneration report.

5. Variable remuneration components

In the following, the variable remuneration components are described in detail. The relationship between the achievement of performance targets and the amounts paid out as variable remuneration is explained. Furthermore, it is outlined how and when the members of the Executive Board can access the variable remuneration amounts.

5.1 Short Term Incentive (STI)

The STI is a performance-related bonus with a one-year performance period. The performance period consists of the respective financial year. The development of the performance targets adjusted EBIT margin (weighting: 30%), free cash flow (30%) and revenue (20%) are used to measure financial target achievement. On the other hand, the amount of the STI also depends on the achievement of non-financial ESG targets (20%). The Supervisory Board is entitled to reweight the performance targets if deemed necessary, for example due to changes in economic conditions or the Company's priorities. In the event of a different weighting, the adjustment is disclosed and explained in the remuneration report.

The individual performance of the Executive Board members is considered on the basis of predefined criteria and targets in the form of an individual performance multiplier (0.8 - 1.2). The multiplication of the performance multiplier and the overall target achievement of financial and non-financial targets results in the STI payout amount, which is limited to 200% of the target amount ("cap"). The STI is paid out after the consolidated financial statements for the relevant financial year have been approved. If the Executive Board member is not entitled to remuneration for the entire financial year, the target amount is reduced pro rata temporis.

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