Knorr Bremse : Declaration on Corporate Governance 2021

Corporate Governance Statement

for the 2021 Fiscal Year

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Corporate Governance Statement for

the 2021 Fiscal Year

(including Corporate Governance Report)

The Corporate Governance Statement pursuant to sections 289f and 315d German Commercial Code (HGB), in each case in the most appropriate version pursuant to section 83 (1) sentence 2 HGB Implementation Act (EGHGB), is the primary instrument for reporting on corporate governance (cf. Principle 22 of the German Corporate Governance Code [GCGC], as amended on December 16, 2019). This statement is jointly issued by the Executive Board and Supervisory Board, which are each responsible for those parts of the report that concern them.

In the Corporate Governance Statement, the Executive Board and Supervisory Board also report on the Company's corporate governance.

Declaration of Conformity by the Executive Board and the Supervisory Board of Knorr-Bremse AG

Pursuant to section 161 German Stock Corporation Act (AktG), the Executive Board and the Supervisory Board of Knorr-Bremse AG adopted the following declaration of conformity with the German Corporate Governance Code on December 9, 2021:

"Pursuant to section 161 (1) German Stock Corporation Act, the Executive Board and Supervisory Board of the Company hereby declare that the recommendations of the 'Deutscher Corporate Governance Kodex,' as amended on December 16, 2019 ('GCGC'), published in the Federal Gazette on March 20, 2020, are being complied with save for the exception below and have been complied with since the disclosure of the most recent declaration of conformity on March 30, 2021:

According to recommendation G.11 GCGC, the Supervisory Board should be permitted to retain or reclaim the Executive Board's variable remuneration if justified. The Company departed from this recommendation in fiscal 2021 and will also depart from it in 2022. The Supervisory Board is of the opinion that the Company does not require provisions for retaining or clawing back variable remuneration components to encourage its Executive Board members to act with due care and in a sustainable manner consistent with the long-term interests of the Company. The long-term variable remuneration (Long Term Incentive) and shareholding obligation (Share Ownership Guideline) plans are already adequate for this purpose. Moreover, in the event of exceptional developments and incidents, the Supervisory Board already has discretionary powers to adjust the terms of

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the short-term and long-term variable remuneration plans. Ultimately, the Supervisory Board may also assert claims for damages in accordance with section 93 AktG in the event of a culpable breach of duty.

Munich, December 9, 2021

Knorr-Bremse Aktiengesellschaft

The Executive Board

The Supervisory Board"

On March 30, 2022, the Executive Board and Supervisory Board updated the declaration of conformity with the GCGC pursuant to section 161 AktG. The updated version is available on the Knorr-Bremse AG website in the Corporate Governance section.

Further Corporate-Governance Practices

Corporate Values and Internal Rules

In addition to complying with the law and the GCGC, Knorr-Bremse AG is committed to the responsible conduct of business in all areas of its group of companies.

Our operational principles are summarized in a Code of Conduct which is binding for all our employees. This Code of Conduct may be viewed on our website at https://www.knorr-bremse. com/en/company/compliance/. The Code of Conduct provides employees across the whole Knorr-Bremse Group with guidelines for interacting responsibly with colleagues, business partners, and government agencies. We also maintain event-based insider lists in accordance with section 18 Market Abuse Regulation (MAR). All individuals on an insider list are informed of the applicable statutory obligations and sanctions.

Diversity above and beyond statutory requirements is also an integral part of Knorr-Bremse's corporate culture. Any and every form of discrimination - whether on grounds of gender, age, religion, ill health, ethnic origin, skin color, sexual orientation, or for any other reason - is unacceptable at Knorr-Bremse. When recruiting, we take account of diversity and equal opportunities and seek to appoint more women as appropriate. We strive for appropriate inclusion of women. Working-hour models with enough flexibility to cater to individual circumstances help to ensure equality of opportunity. Given the international nature of our business, intercultural diversity and tolerance are important values at Knorr-Bremse.Knorr-Bremse's Code of Conduct defines various measures relating to occupational safety and health, human rights, and inclusivity. Our workforce receives specific training on these matters via an e-learning tool. Employees can engage with various viewpoints in talks and workshops on sociopolitical topics. Further information on diversity may be found in the section below entitled Diversity on the Executive Board and Supervisory Board.

Together with further details of our social and community engagement, more information on how we exercise our corporate citizenship and encourage sustainable growth is also set out in the Group's Non-FinancialStatement (pursuant to section 315b HGB), which you can find included in the Annual Report from page 41 onward. More detailed information can also be found on our website in the section entitled "Responsibility."

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Compliance Management System

Another important matter to us is this: At Knorr-Bremse, we have zero tolerance for criminal offenses such as corruption or antitrust violations. For us, sustainable growth goes hand in hand with integrity. We comply with all applicable laws and have established a Group-wide compliance structure. Anyone who discovers evidence of criminal behavior or serious breaches of laws or regulations within the Knorr-Bremse Group can report them securely via an external whistleblower system, including anonymously if desired. A globally applicable Group guideline ensures that whistleblowers who use the system in good faith will not be disadvantaged in any way, insofar as the Knorr-Bremse Group is able to influence this under applicable legislation.

Under the leadership of the Chief Compliance Officer (CCO), our compliance structures are focused above all on preventing corruption, ensuring fair competition, and avoiding conflicts of interest. In doing so, we aim to prevent any violation of our rules and guidelines, especially infringements of our binding Code of Conduct. This is supported by preventive measures such as staff training, communication of specific, compliance-related issues to managers and employees; supplier briefings, and accompanying guidance on risk management. The CCO, who is responsible for ensuring compliance with Knorr-Bremse's guidelines, reports to the Compliance Committee, which is chaired by the Executive Board member in charge of Integrity and Legal, and to the Supervisory Board's Audit Committee. Our sites worldwide play a key role in our compliance strategy and structures. Regional Compliance Officers covering Asia/Australia, Europe/Africa, and the Americas are responsible for the regional implementation of compliance management, with further support from local Compliance Officers in Asia/Australia and Europe/Africa.

More detailed information about the responsibilities and activities of Knorr-Bremse's compliance structures can be found in our 2021 Sustainability Report, in the chapter entitled "Compliance and Combating Corruption" (page 57 onward in the Annual Report).

Remuneration of Executive Board and Supervisory Board members

The current remuneration system pursuant to section 87 (1) and (2) sentence 1 AktG for the Executive Board and the resolution on remuneration and the remuneration system for the Supervisory Board, which was passed at the 2020 Annual General Meeting pursuant to section 113 (3) AktG, are publicly accessible on our website at https://ir.knorr-bremse.com/websites/knorrbremse_ir/English/7000/corporate-governance.html. A Compensation Report for the last fiscal year and an auditor's opinion in accordance with section 162 AktG has been prepared for the first time in line with statutory provisions. It applies to the 2021 fiscal year and will also be available to view on our website following a corresponding resolution at the Annual General Meeting on May 24, 2022. In it, you can find a more detailed explanation of the Executive Board's compensation, including the variable components of it, and the Supervisory Board's compensation.

Description of the Operation of the Executive Board and Supervisory Board and of the Composition and Operation of the Supervisory Board Committees

Composition and Operation of the Executive Board

C O M P O S I T I O N O F T H E E X E C U T I V E B O A R D

According to its Articles of Association, Knorr-Bremse AG's Executive Board must comprise at least two members. As at December 31, 2021, the Executive Board had five members:

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• Dr. Jan Mrosik was appointed to the Executive Board of Knorr-Bremse AG as member and Chief Executive Officer (CEO) with effect from January 1, 2021. He was responsible in particular for Human Resources, Strategy, Communications, Internal Audit, Security, Digitalization, and IT until his resignation on March 12, 2022.
• Dr. Peter Laier served on the Executive Board of Knorr-Bremse AG from 2016 to December 31, 2021, and held global responsibility for the Commercial Vehicle Systems division. Bernd Spies was appointed as Dr. Laier's successor with effect from March 12, 2022.
• Dr. Claudia Mayfeld was appointed as a member of the Executive Board of Knorr-Bremse AG with effect from May 1, 2021. She is responsible in particular for Integrity and Legal, and currently also for Human Resources on an interim basis.
• Frank Markus Weber has been a member of the Executive Board of Knorr-Bremse AG with effect from July 1, 2020. As Chief Financial Officer (CFO), he is responsible in particular for Finance, Controlling, M&A, Sustainability, and Investor Relations.
• Dr. Jürgen Wilder joined the Executive Board of Knorr-Bremse AG as a member in Septem- ber 2018 and bears global responsibility for the Rail Vehicle Systems division.

The following table provides an overview of the current areas of responsibility of Knorr-­Bremse

AG's individual Executive Board members since March 12, 2022:

Areas of responsibility of executive board members of Knorr-Bremse AG

CEO		CFO			Head of CVS			Head of RVS
(TBA)		(Frank Markus Weber)			(Bernd Spies)			(Dr. Jürgen Wilder)
		• Accounting/Taxes			Global CVS Division		Global RVS Division
		• Controlling			• Research/Development		• Research/Development
		• Internal Audit			• Procurement/Supply		• Procurement/Supply
		• Risk Management			Chain Management			Chain Management
		• Finance & Treasury			• Production/Quality		• Production/Quality
		• Insurance			Assurance			Assurance
		• Investor Relations			• Sales/Marketing/		• Sales/Marketing/
		• Communications			Distribution			Distribution
		• M&A			• Finance/Controlling		• Finance/Controlling
		• Strategy					Digitalization
		• Corporate Social					(Chief Digital Officer)
		Responsibility (CSR) &					Business Services
		Environmental, Social, and
						(Knorr Excellence)
		Governance (ESG)
		• KB Global Care e. V. Affairs
		• Real Estate Management
		• Corporate Security
		• Information Technology
		(Chief Information Officer,
		Chief Information Security
		Officer)
		• Brand Management

O P E R AT I O N O F T H E E X E C U T I V E B O A R D

As well as managing the day-to-day running of the Company, the Executive Board defines and implements strategy in consultation with the Supervisory Board. It is obliged to act in the best interests of the Company and in accordance with the Company's business policies. Executive Board members are collectively responsible for the overall management of the Company. As well as deciding on fundamental business policy and corporate-strategy matters, they also undertake annual and multi-year planning.

Head of Integrity & Legal

(Dr. Claudia Mayfeld)

• Legal for all divisions and all matters
• Compliance
• Data Protection
  (process & regulatory issues)
• Corporate Office
• Intellectual Property
• Corporate Human Resources