KION : Summary of the proposed changes to the remuneration system for the members of the Executive Board

Objectives

Strict limitation of the discretionary scope of the Supervisory Board

Focusing on sustainable and long-term development of KION

Strengthening of the strategic focus

Implementation

Elimination of special bonus

Elimination of individual performance multiplier in LTI Smaller range of individual performance multiplier in STI

Extension of LTI term to four years

(three-year performance and one-year waiting period) Continuation of ESG-targets both in STI and LTI

Efficient use of capital is a key objective of corporate strategy, thus weighting for ROCE in LTI is increased

Old System

Base salary & fringe benefits

Pension/Pension Substitute

STI

• Performance Criteria:
• • 20% Revenue
  • 30% adjusted EBIT-Margin
  • 30% Free Cashflow
  • 20% ESG targets
• Individual Multiplier: Range 0.7 - 1.3

LTI

• Three-yearperformance period
• Performance Criteria:
• • 40% relative TSR vs. MDAX
  • 40% Return on Capital Employed (ROCE)
  • 20% ESG-targets (i.e., Rating)
• Individual Multiplier: Range 0.7 - 1.3
• Cap: Target Achievement and Payout: 200%

Special Remuneration

Maximum remuneration is defined individually for each member of

the Executive Board

(CEO: EUR 8.243 million, members of EB: EUR 4.3 - 5.3 million)

Unchanged

Unchanged

Adjustment

• Smaller range of the multiplier

Adjustment

• Extend term + 1 year
• Remove multiplier
• Adjust the weightings
• Adjust the TSR curve
• Adjust ROCE calculation
• Increase payout cap

Elimination

Adjustment

• Definition based on position

New System

Base salary & fringe benefits

Pension/Pension Substitute

STI

• Performance Criteria:
• • 20% Revenue
  • 30% adjusted EBIT-Margin
  • 30% Free Cashflow
  • 20% ESG targets
• Individual Multiplier: Range 0.8 - 1.2

LTI

• Four-yearterm (Three-year performance period + one-yearwaiting period)
• Performance Criteria:
• • 30% relative TSR vs. MDAX (adjusted curve)
  • 50% ROCE
  • 20% ESG-targets
• Eliminate individual multiplier
• Cap: Target Achievement 200%, Payout 250%
• Eliminate special bonus
• Retain sign-on option

Maximum remuneration defined depending on the position:

• CEO: EUR 8.25 million
• Members of the Executive Board: EUR 6 million

Waiting period:

1 year

=

Performance targets*

ROCE

Relative TSR

ESG targets

Payout amount

(Cap: 250%)

Adjusted

Target achievement

The adjusted target achievement curve for relative TSR ensures a balanced risk/reward profile. It provides no incentive for excessive risk-taking and is in line with market practice in Germany, also considering the lower grant amounts compared to the US/UK.

5 Summary of Proposed Changes to the Executive Board Remuneration System | Classification: Public (Status: 15 April 2024)

Adjustments

Remuneration

Component

Short Term Incentive

(STI)

Long Term Incentive

(LTI)

Special remuneration

Adjustment

• Adjustment of the range of the individual performance multiplier from 0.7 to 1.3 to 0.8 to 1.2.
• Specification of the categories for selecting individual performance criteria in the remuneration system.
• Extension of the term from three to four years through the introduction of a one-year waiting period following the three-year performance period.
• Removal of the individual performance multiplier.
• Adjustment of the weighting of ROCE from 40% to 50% and of the relative total shareholder return from 40% to 30%.
• Adjustment of the target achievement curve of the relative total shareholder return.
• Increase in the payout cap from 200% to 250% of the allocation amount.
• Removing the possibility of special remuneration.

Rationale

• Limitation of the Supervisory Board's discretionary scope and adjustment to market practice.
• Differentiated promotion of the efficient implementation of strategy-relevant targets at an individual level.
• Increased focus on the sustainable and long-term development of the company. Consideration of the recommendations of the German Corporate Governance Code.
• Reduction of the Supervisory Board's discretionary scope. In line with market practice, individual targets are only taken into account in the STI.
• Focus on long-term efficient use of capital, a key objective of the adjusted corporate strategy.
• The new target achievement curve for relative total shareholder return ensures a balanced risk/reward profile and is in line with market practice in Germany.
• The increase in the payout cap also incentivizes a significant increase in the share price in cases of high target achievement. Target achievement is still capped at 200%.
• Reduction of discretionary scope to strengthen the pay-for-performance approach.