Krones : Notice of Annual General Meeting 4 June 2024

Krones Aktiengesellschaft, Neutraubling

Annual general meeting of Krones Aktiengesellschaft on Tuesday, 4 June 2024, 2:00 pm (CEST),

in the marinaforum Regensburg, Johanna-Dachs-Strasse 46, 93055 Regensburg, Germany.

Notice of Annual General Meeting 2024

Notice of Annual (Virtual AGM)

31 May 2022

AGM24

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	report	and instructions

1 | 2	Notice of Annual General Meeting 2024
	Krones Aktiengesellschaft
	Neutraubling
	German securities identification code (WKN): 633500
	ISIN: DE0006335003
	Our shareholders are hereby cordially invited to attend the 44th Annual
	General­	Meeting of Krones Aktiengesellschaft (hereinafter also referred

"the Company"), to be held on

Tuesday, 4 June 2024 at 2:00 pm (14:00 CEST),

in the marinaforum Regensburg, Johanna-Dachs-Strasse 46, 93055 Regensburg, Germany. (Doors open at 1:00 pm (CEST)). All members of the Executive Board and the Supervisory Board intend to attend the Annual General Meeting for its entire duration.

1. Agenda

1. Presentation of the ratified annual financial statements for the period ended 31 December 2023 and the approved consolidated financial statements for the period ended 31 December 2023 together with the management reports for Krones Aktiengesellschaft and the Krones Group for the financial year 2023, the Executive Board's proposal for the appropriation of earnings avail- able for distribution, the report of the Supervisory Board on the financial year 2023, and the Executive Board's explanatory report on the disclosures pursu- ant to Sections 289a and 315a of the German Commercial Code (HGB).

The aforesaid documents are now available on the Company's website at www.krones.com/annual-general-meeting2024. They will also be available for inspection and will be explained in more detail during the Annual General Meeting.

In accordance with the statutory provisions, no resolution on agenda item 1 is proposed or possible because the Supervisory Board has already approved the annual and consolidated financial statements and the annual financial statements are thereby ratified under Section 172 of the German Stock Corporation Act (AktG). Shareholders will vote on the Executive Board's proposal for the appropriation of earnings available for distribution under agenda item 2. For the remaining documents listed under agenda item 1, the law simply requires that shareholders be given an opportunity to inspect the documents for their information and does not provide for a resolution by the annual general meeting.

2. Resolution on the appropriation of earnings available for distribution for the financial year 2023

The Executive Board and the Supervisory Board propose that the €325,504,121.19 in earnings available for distribution for the financial year

2023 be used as follows:

	€
Earnings available for distribution	325,504,121.19
Dividend of € 2.20 per ordinary share entitled to dividends	69,504,758.40
Amount brought forward to new account	255,999,362.79

Pursuant to Section 58 (4) sentence 2 of the German Stock Corporation Act (AktG), the entitlement to dividends falls due on 7 June 2024.

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1 | 33. Resolution to ratify the acts of the members of the Executive Board in the

financial­ year 2023

The Executive Board and the Supervisory Board propose that the acts of the members of the Executive Board in the financial year 2023 be ratified.

1. Resolution to ratify the acts of the members of the Supervisory Board in the financial year 2023
   The Executive Board and the Supervisory Board propose that the acts of the members of the Supervisory Board in the financial year 2023 be ratified.
2. Resolution on the appointment of the statutory auditor for the annual
   financial­ statements and the consolidated financial statements for the
   financial­ year 2024 as well as the auditor for the sustainability report and the consolidated sustainability report for the financial year 2024
   Under agenda item 5.1, the auditor for the annual financial statements ­and the consolidated financial statements for the financial year 2024 is to be appointed.
   In addition and independently of that, if the Company is also required to prepare a sustainability report and/or a consolidated sustainability report for the financial year 2024, which must be audited, the auditor for the Com- pany's sustainability report and consolidated sustainability report for the
   financial­ year 2024 must be appointed separately, under agenda item 5.2. Pursuant to Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No. 537/2014, Direc- tive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting ("CSRD"), which entered into force on 5 Jan-

uary 2023, large publicly traded entities with more than 500 employees must, for financial years beginning on or after 1 January 2024, add to their (consolidated) management report a (consolidated) sustainability report,­ which must be audited by the statutory auditor or - at the discretion of the respective Member State - by another (statutory) auditor or an independent assurance services provider. EU Member States must transpose the CSRD into national law by 6 July 2024. As a result, it can be expected that German lawmakers will adopt an act transposing the CSRD into national law ("CSRD Implementing Act") and that the CSRD Implementing Act will enter into force over the course of this year. The German Ministry of Justice released its draft of the CSRD Implementing Act on 22 March 2024. It may be assumed that, upon the entering into force of the CSRD Implementing Act, the Company will be required for the first time to prepare a (consolidated) sustainability report for the financial year 2024 and obtain assurance on it. The ministry draft of the CSRD Implementing Act contains a transitional provision under which an assurance provider is considered to have been ­appointed auditor of a sustainability report for the financial year beginning before 1 January 2025 if said assurance provider was appointed to audit the annual financial statements before the CSRD Implementing Act entered into force and no other auditor was appointed for the sustainability report. And if the CSRD Implementing Act enters into force before the company's annual general meeting, the annual general meeting must appoint the auditor for the (consolidated) sustainability report.

5.1 Based on the recommendation of the Audit and Risk Management

Committee,­ the Supervisory Board proposes that EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart, be appointed as the statutory auditor for the annual financial statements and the consolidated finan- cial statements for the financial year 2024.

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1 | 45.2 Based on the recommendation of the Audit and Risk Management ­Committee, the Supervisory Board proposes that EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Stuttgart, be appointed as the auditor for the sustainability report and the consolidated sustainability report for the financial year 2024. The appointment shall be subject to the condition precedent that the Company is, in fact, required to prepare and have independently audited a sustainability report and/or consolidated sustainability report for the financial year 2024 and an auditor can be appointed by the annual general meeting to provide assurance of this sustainability report and consolidated sustainability report, effective upon the entering into force of the CSRD Implementing Act.

Agenda items 5.1 and 5.2 will be voted on separately.

The Audit Committee has declared that its recommendation in both cases has not been improperly influenced by third parties and that no clause restricting its choice has been imposed on it within the meaning of Article 16

(6) of the EU Audit Regulation (EU 537/2014 of the European Parliament and of the Council from 16 April 2014 on specific requirements regarding statu- tory audit of public-interest entities and repealing Commission Decision 2005/909/EC).

6. Resolution to approve the remuneration report for the financial year 2023

Under Section 162 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board must prepare a remuneration report each year. Under Section 120a (4) Sentence 1 AktG, the annual general meeting must

resolve­ on approval of the remuneration report that has been prepared and audited for the previous financial year pursuant to Section 162 AktG.

The Company's remuneration report for the financial year 2023 was audited by the statutory auditor of the Company in accordance with Section 162 (3)

AktG to ensure that the disclosures required under Section 162 (1) and (2) AktG have been made. The auditor's report on the remuneration report is ­attached to the remuneration report.

The remuneration report for the financial year 2023 and the auditor's report on it can be found in Section II of this Notice and on the Company's website atwww.krones.com/annual-general-meeting2024 Moreover, the remuneration report will also be accessible during the ­annual general meeting.

The Executive Board and Supervisory Board propose that the Company's

remuneration­report for the financial year 2023, prepared and audited in ­accordance with Section 162 AktG, be approved.

7. Resolution to amend the Company's articles of association relating to

the record­ date of shareholding pursuant to Article 18 (1) sentence 3 of the

articles­ of association

Article 18 (1) sentence 1 of the Company's articles of association provides, among other things, that shareholders wishing to participate or vote in the annual general meeting must submit evidence of their entitlement to do so. Under Article 18 (1) sentence 3 of the Company's articles of association, this proof of shareholding must refer to the start of the 21st day before the an- nual general meeting - in accordance with the existing provision within

Section­ 123 (4) sentence 2 of the German Stock Corporation Act (AktG).

As a result of the Act to Finance Futureproof Investments (Future Financing Act) (Gesetz zur Finanzierung von zukunftssichernden Investitionen (Zu­ kunftsfinanzierungsgesetz, ZuFinG), which entered into force on 15 Decem- ber 2023, Section 123 (4) sentence 2 AktG was amended such that the proof of shareholding now must refer to the close of business on the 22nd day before the annual general meeting. The background for this statutory change is that lawmakers wanted to harmonize the definition of the record date with

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1 | 5	a European regulation (Article 1 number 7 in conjunction with Art. 5 and
	Table 4 of the Implementing Regulation (EU) 2018/1212) in order to avoid in-
	terpretation problems in the practical application of this regulation. This
	change is to be reflected in Article 18 (1) sentence 3 of the Company's articles
	of association.

The Executive Board and Supervisory Board therefore propose that Article 18 (1) sentence 3 of the Company's articles of association be revised as follows:

"The proof of shareholding must relate to the close of business of the twenty-second day prior to the annual general meeting."

The rest of the Company's articles of association shall remain unchanged.

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2 | 6

II. Remuneration report for the financial year 2023, for agenda item 6

The remuneration report presents the basic features, structure and amounts of Executive Board and Supervisory Board remuneration at Krones AG. It covers the disclosures required under Section 162 of the German Stock Corporation Act (AktG) and the relevant financial reporting standards.

Executive Board remuneration

Basic principles of Executive Board remuneration

The structure of the remuneration system complies with the requirements of the German Stock Corporation Act (AktG) and the recommendations and suggestions contained in the German Corporate Governance Code (the "Code")

insofar­ as there are no stated departures from those recommendations and

­suggestions. In structuring the remuneration system for the Executive Board, the Supervisory Board was guided in particular by the following principles:

Advancement of corporate strategy

The remuneration system for the Executive Board and in particular the ­performance criteria for variable remuneration are closely aligned with the corporate strategy to create a target-oriented incentive structure.

Clarity and understandability

The remuneration system is formulated clearly and understandably, thus ­enabling transparent communication both internally and externally.

Focus on the company's long-term and sustainable development

Most of the variable remuneration consists of long-term variable remuneration components directed at increasing enterprise value and the achievement of important sustainability goals.

Pay for Performance

A significant proportion of Executive Board remuneration is variable and tied to the achievement of ambitious targets in order to ensure performance -based remuneration.

Alignment with shareholder interests

The variable remuneration provides a strong incentive for increasing enterprise value over the long term, thus linking the interests of Krones' Executive Board with those of shareholders.

Appropriateness

Executive Board members' remuneration is commensurate with their duties, responsibilities and personal performance and experience, as well as with the company's financial situation, success and future prospects.

Consistency

Executive Board, managerial and employee remuneration and incentives ­ are logically consistent, ensuring that the corporate strategy and the goals derived from it are pursued throughout the company.

Determining the total remuneration of the individual Executive Board

­members is the responsibility of the Supervisory Board's plenary meetings. ­ The Standing Committee prepares the Supervisory Board resolutions relating ­ to remuneration and makes recommendations.

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2 | 7	The criteria for determining the appropriateness of remuneration include but
	are not limited to the tasks, responsibilities, personal performance and experi-
	ence of each member of the Executive Board and the economic position, perfor-
	mance and expected development of the enterprise, taking into account its peer
	companies.
	The Supervisory Board reviews the appropriateness of the system on a regular
	basis using external benchmarks and comparisons with senior management
	and the entire workforce. Firstly, the Supervisory Board reviews the appropriate-
	ness of the remuneration in a horizontal comparison using external bench-
	marks in comparison to executive board remuneration in other companies of
	similar size. The companies listed in the SDAX and the MDAX indices serve as
	the peer group for this purpose. Secondly, a vertical, internal comparison is
	applied,­	taking into account the relationship between Executive Board remuner-
	ation and the remuneration of senior managers and the workforce (based on a
	typical base wage group for a skilled worker).
	The currently applicable remuneration system, which forms the basis for the
	remuneration­	of Executive Board members in 2023, was adopted by the Super­
	visory Board of Krones AG - based on the recommendation of its Standing Com-
	mittee - at its meeting of 24 March 2021. The remuneration system for the mem-

bers of the Executive Board was restructured on the basis of the Act Implementing the Second Shareholder Rights Directive (ARUG II). It was approved by shareholders at the annual general meeting on 17 May 2021 and applies from 1 January 2022.

The annual general meeting on 23 May 2023 approved the remuneration report 2022 as submitted.

Overview of the Executive Board remuneration system

Remuneration components

The Executive Board remuneration system consists of fixed and variable

­remuneration components that sum up to the total remuneration for Executive Board members. Fixed remuneration components include base salaries, fringe benefits and post-employment benefits. The variable remuneration components are divided into short-term and long-term elements, each of which is tied to the achievement of various targets. The short-term remuneration element is the short-term incentive with a one-year performance period. The long-term incentive - the long-term remuneration element - has a performance period of three years.

The table below provides an overview of the structure of the various remuneration components and other provisions of the Executive Board remuneration system:

1 | Agenda

2 | 8	Remuneration
	Base salary
	Fringe benefits
	components­

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Structure

Fixed contractual remuneration paid out as a salary in equal monthly amounts

Usual insurance benefits, housing costs, school fees, long service awards and provision of company car

remunerationFixed	Post-employment
benefits

First appointed before 2012 (former package, Christoph Klenk): Type: Defined-benefit

Amount: 30% of last base salary

Frozen at 2013 base salary level on introduction of ­ new package

Current package:

Type: Defined-contribution

Amount: Annual contribution 40% of base salary

Short-term variable

remuneration - ­

Short term incentive

Plan type: Target bonus model

Performance period: 1 year

Performance criteria: ebt margin (weighting 60%) and revenue (weighting: 40%)

Cap: 200% of target amount

Minimum requirement: Payout only if ebt positive

­
Variable remuneration	components	Long-term variable
remuneration -
		Long Term Incentive

Up to lti 2021

Plan type: Performance cash plan

Performance period: 3 years

Performance criteria: Enterprise value on three-year average (ebt times 9, ebitda times 7, revenue times 1) for start and end value plus net cash and minus pension provisions

Cap: 250 % of target amount

Minimum requirement: Payout only if 100% initial enterprise value

From LTI 2022

Plan type: Performance cash plan

Performance period: 3 years

Performance criteria

Component 1 (90%)

Enterprise value on three-year average (EBT times nine, EBITDA times seven, revenue times one) for start and end value plus net cash and minus pension provisions Component 2 (10%)

Environmental, social and governance (ESG) target: Carbon target (in tonnes)

Cap: 250% of target amount

Minimum requirement: Payout only if 100% initial enterprise value

From LTI 2023

Plan type: Performance cash plan

Performance period: 3 years

Performance criteria

Component 1 (85%)

Enterprise value on three-year average (EBT times nine, EBITDA times seven, revenue times one) for start and end value plus net cash and minus pension provisions Component 2 (15%)

Environmental, social and governance (ESG) target: Carbon target (in tonnes) and percentage of women in management positions (in %)

Cap: 250% of target amount

Minimum requirement: Payout only if 100% initial enterprise value

contractualOther provisions	Maximum
remuneration persuant
clawback provisions
	to section 87a AktG
	Negative bonus and

Chief Executive Officer €2,500,000

Ordinary members of the Executive Board €2,200,000

In the following instances, the Supervisory Board may reduce and reclaim variable remuneration in part or in full:

Wilful breach of a material duty of care pursuant to Section 93 of the German Stock Corporation Act (AktG), of a material contractual duty or of other material company principles - such as principles under the Code of Conduct or compliance guidelines

Variable remuneration paid out on the basis of incorrect consolidated financial statements

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2 | 9	Remuneration structure
	When determining the remuneration structure, the Supervisory Board ensures
	that the variable remuneration components account for a significant proportion
	of total remuneration in order to provide a strong incentive structure and per-
	formance-based remuneration for the members of the Executive Board. In
	addition,­	the Supervisory Board ensures that the share of long-term variable
	remuneration­	exceeds the share of short-term variable remuneration, thus
	maintaining the focus on Krones' long-term and sustainable development.
	For each of the variable remuneration components - for the short-term incen-
	tive and the long-term incentive - the Supervisory Board has set a target
	amount that is paid out at 100% target achievement. The target amount for the
	short-term incentive equals three months' base salary. For the long-term incen-
	tive, it equals 5.4 months' base salary. Assuming 100% target achievement, the
	remuneration structure for one financial year is therefore as follows:
			Financial year n	Financial year n + 1	Financial year n + 2
	c. 59%		Base salary
	c. 15%		Short-term incentive
	c. 26%			Long-term incentive

The sum total of fixed remuneration components - base salaries plus fringe

benefits­ and post-employment benefit expense - and the target amounts for variable remuneration components is the total target remuneration for members of the Executive Board. Fringe benefits generally account for between 1% and 4% of total target remuneration, while the post-employment benefit ­expense usually accounts for 17% to 21%.

Fixed remuneration components (base salary, fringe benefits and post-­

employment benefits)

The fixed remuneration is the base salary stipulated in members' contracts and is paid out in equal monthly amounts. The base salary for each member of the Executive Board is set according to the Executive Board member's responsibility portfolio and is regularly reviewed. For the 2023 financial year, the base salaries of the five members of the Executive Board who were active in 2023 totalled €3,170 thousand (previous year: €3,230 thousand).

In addition, the members receive fringe benefits, which are essentially the cost or non-cash benefit of customary insurance premiums and the use of a company car. For the 2023 financial year, the members of the Executive Board received fringe benefits totalling €85 thousand (previous year: €86 thousand).

In addition, the Supervisory Board has the right to grant new Executive Board members special payments under their individual contracts to make up any loss of salary from a previous position or to cover relocation costs. No such payments were granted in 2023.

The company has made post-employment benefit commitments to the ­members of the Executive Board.

For Executive Board members who joined the board in 2012 or later, the post-­ employment benefits are contribution-based. Annual contributions in the amount of 40% of the respective member's annual base salary are paid into an external pension liability insurance policy, the benefits of which are pledged to the beneficiary. There they accrue annual interest until the benefits fall due, at the rate guaranteed when the policy was established plus any annual investment returns. Post-employment pension benefits are granted when a member

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2 | 10	reaches the age of 62 and only after the member leaves the Executive Board.
	­Executive Board members can choose to receive a lump-sum payout of the
	post-employment benefits instead of annuity-based payments. Executive Board
	members' entitlements to post-employment benefits based on contributions
	from Krones AG become vested immediately. Executive Board members may
	elect to receive supplemental monthly benefits for permanent disability and/or
	a monthly widow(er)'s pension.

Members of the Executive Board who entered the board before 2012 received benefit commitments under a defined benefit plan.

The benefit commitment normally equals 30% of the last base salary received (average of the last 12 months of employment).

The commitments include post-employment, permanent disability and surviving dependant benefits. Here, too, post-employment benefits are granted after the member reaches the age of 62 and leaves the Executive Board. If a member of the Executive Board leaves the company before reaching the age of 62 for reasons of permanent disability or because the employment contract is terminated or not renewed, the amount of the pension entitlement in relation to the company is reduced by a certain percentage for each calendar year up to age 62; the percentage is determined in the individual's contract. If an Executive Board member dies, the member's spouse receives the full amount of the annuity that would have been owed to the Executive Board member for the first six months following the member's death. Thereafter, the widow(er)'s annuity is reduced to 70% of that benefit amount. Vesting of benefits is determined based on the provisions of the laws applicable at the inception of each contract.

In the case of both contribution-based plans and defined benefit plans, the individual employment contracts contain provisions that govern discontinuation, reduction or cancellation of benefits (including widow(er)'s benefits) in the event of particularly substantial changes in accordance with the provisions of the German Stock Corporation Act.

IFRS pension provisions of €417 thousand (previous year: €367 thousand) were recognised for active members of the Executive Board.

At the end of the 2023 financial year, following changes in the actuarial discount rate, the corresponding defined benefit obligation (DBO) amounted to the ­following: for Mr. Klenk €3,450 thousand, for Mr. Ricker €35 thousand, for

Mr. Tischer €38 thousand, and for Mr. Goldbrunner €25 thousand.

In addition, €1,268 thousand (previous year: €1,292 thousand) was paid into the contribution-basedpost-employment benefits plan in 2023. Contributions into the post-employment benefits plan were as follows in the 2023 financial year: for Mr. Klenk €352 thousand, for Ms. Anders €236 thousand, for Mr. Ricker €236 thousand, for Mr. Tischer €236 thousand, and for Mr. Goldbrunner €208 thousand.

Variable components

The variable remuneration contains risk elements and is thus not guaranteed.

The incentive package for the Executive Board has consisted of the following since 2017: