Jungheinrich : Invitation to the Annual General Meeting on 11 May 2023

Invitation to the

Annual

General Meeting

on 11 May 2023

Jungheinrich Aktiengesellschaft, Hamburg

ISIN DE0006219900, DE0006219926 und DE0006219934

We hereby invite the shareholders of our company to the

Annual General Meeting

on Thursday, 11 May 2023, at 10:00 a.m. (CEST).

The Annual General Meeting is being held based on Section 26n, Paragraph 1 of the Introductory Act to the German Stock Corporation Act as a virtual Annual General Meeting as per Section 118a, Paragraph 1, Sentence 1 of the German Stock Corporation Act without the physical presence of the shareholders or their proxies (except the company proxies) at the location of the Annual General Meeting. Shareholders and their proxies who are duly registered can follow the entire Annual General Meeting by live video and audio stream in the company's password-protected AGM shareholder portal.

Holders of ordinary shares can only exercise their voting rights by postal vote (including by means of electronic communications) or by appointing one of the company proxies.

We ask our shareholders to please note in particular the rules on registering for the Annual General Meeting in section III. 2, as well as the rules on exercising shareholder rights in section III. 3 to 9. Owing to the new legal framework, there are significant changes as compared with the 2022 Annual General Meeting.

The location of the Annual General Meeting as required by the German Stock Corporation Act is the company's place of business, Friedrich-Ebert-Damm 129, 22047 Hamburg. Shareholders and their proxies (apart from the proxies designated by the company) are not entitled to attend the Annual General Meeting in person. They have the rights detailed in section III. below.

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I. Agenda

1. Presentation of the annual financial statements of Jungheinrich AG as of 31 December 2022 finalised by the Supervisory Board, the consolidated financial statements as of 31 December 2022 approved by the Supervisory Board and the combined management report for ­Jungheinrich AG and the Group with the report of the Supervisory Board for the 2022 financial year.
2. Resolution on the use of distributable profit for the 2022 financial year

The Board of Management and the Supervisory Board propose that the distributable profit

­disclosed for the 2022 financial year in the amount of €68,280,000.00 be distributed in full as follows to the shareholders:

Dividend payment of €0.66 per ordinary share	€35,640,000.00
Dividend payment of €0.68 per preferred share	€32,640,000.00.

1. Resolution on the discharge of the Members of the Board of Management for the 2022 financial year
   The Board of Management and the Supervisory Board propose to discharge the current Members of the Board of Management for the 2022 financial year.
2. Resolution on the discharge of the Members of the Supervisory Board for the 2022 financial year
   The Board of Management and the Supervisory Board propose to discharge the current Members of the Supervisory Board for the 2022 financial year.
3. Resolution on the appointment of the auditor for the 2023 financial year

Based on the recommendation by the Finance and Audit Committee, the Supervisory Board proposes that

PricewaterhouseCoopers GmbH, Wirtschaftsprüfungsgesellschaft, Hamburg, Germany,

be appointed as the auditor for the 2023 financial year.

The Finance and Audit Committee has declared that its recommendation is free from any undue influence from third parties and that none of the clauses restricting the selection of an auditor as per Article 16, Paragraph 6 of the EU Audit Regulation (EU Regulation No. 537/2014 of the European Parliament and of the Council of 16 April 2014) have been imposed on it.

6. Resolution on the approval of the remuneration report for the 2022 financial year

In accordance with Section 120a, Paragraph 4 of the German Stock Corporation Act, the Annual General Meeting of a listed company decides on whether to approve the remuneration report prepared and audited for the previous financial year in accordance with Section 162 of the German Stock Corporation Act.

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The Board of Management and the Supervisory Board prepared the remuneration report for the 2022 financial year in accordance with Section 162 of the German Stock Corporation Act and each passed a resolution on it on 6 March 2023. The company's auditor reviewed the remuneration report in accordance with Section 162, Paragraph 3, Sentences 1 and 2 of the German Stock Corporation Act and issued its opinion in accordance with Section 162, Paragraph 3, Sentence 3 of the German Stock Corporation Act on 6 March 2023. The audit opinion is attached to the remuneration report. The audited remuneration report for the 2022 financial year will be submitted to the Annual General Meeting for approval. The remuneration report with the ­auditor's opinion is shown below in section II. 1. and is available on the company's website at

https://www.jungheinrich.com/investor-relations/hauptversammlung.

The Board of Management and the Supervisory Board propose the following resolution:

The audited remuneration report of Jungheinrich AG for the 2022 financial year shown in ­section II. 1. below is approved.

7. Resolution on elections to the Supervisory Board

Effective 30 November 2022, Dr Ulrich Schmidt resigned from his position on the Supervisory Board. In his place, Ms Kathrin Elisabeth Dahnke was appointed by a court to the Supervisory Board with effect from 1 December 2022, and elected as Chair of the Finance and Audit Com- mittee by the members of the Supervisory Board's Finance and Audit Committee on 5 Decem- ber 2022. The application by the Board of Management for a court order to appoint her was limited until the next Annual General Meeting as per Recommendation C.15 Sentence 2 of the German Corporate Governance Code in its version dated 28 April 2022 (GCGC). Ms Dahnke is now expected to be elected by the Annual General Meeting for a full term of office serving on the Supervisory Board.

On 26 September 2022, the Chairman of the Supervisory Board, Mr Hans-Georg Frey, also noti- fied the company of his intention to resign as a member of the Supervisory Board, and thus also as Chairman of the Supervisory Board, with effect from the end of the Annual General Meeting on 11 May 2023. In its meeting on 6 March 2023 the Supervisory Board, in close consultation with the ordinary shareholders, nominated Mr Rolf Najok as the successor to Mr Frey. Mr Najork is expected to be elected to the Supervisory Board for a full term of office by the Annual General Meeting. The intention is also for Mr Najork to be elected Chairman of the Supervisory Board at the Supervisory Board meeting to be held directly following the Annual General Meeting.

In accordance with Article 11, Paragraph 1 of the company's articles of association and Section 96, Paragraphs 1 and 2, Section 101 of the German Stock Corporation Act, as well as Section 7, Paragraph 1, Sentence 1, Item 1 of the German Co-Determination Act, the Supervisory Board of Jungheinrich AG is made up of six shareholder representatives and six employee represent- atives, of whom at least 30 per cent (i.e. at least four) must be women and at least 30 per cent (i.e. at least four) must be men.

Based on unanimous decisions taken by the shareholder representatives' side and the employee­ representatives' side, the Supervisory Board decided that, in accordance with Section 96,

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Paragraph­ 2, Sentence 3 of the German Stock Corporation Act, the minimum ratio should not be applied to the Supervisory Board as a whole. The Supervisory Board must therefore include at least two women and at least two men among both the shareholder representatives and the employee representatives in order to fulfil the minimum ratio requirements in accordance with Section 96, Paragraph 2, Sentence 1 of the German Stock Corporation Act. The company fulfils this minimum ratio requirement.

In accordance with Article 11, Paragraph 1, Sentence 3 of the company's articles of association, four of the shareholder representatives are elected at the Annual General Meeting and two are appointed by the holders of registered shares. The holders of registered shares have appointed the following members to the Supervisory Board:

• Mr Wolff Lange, Hamburg, Managing Director of LJH-Holding GmbH, Wohltorf, whose term of office will run until the end of the Annual General Meeting that will decide on the discharge of the Supervisory Board for the 2024 financial year,

and

• Mr Andreas Wolf, Wohltorf, Managing Director of WJH-Holding GmbH, Aumühle and of Sachsenwald Management GmbH, Aumühle, whose term of office will run until the end of the Annual General Meeting that will decide on the discharge of the Supervisory Board for the 2027 financial year.

It is intended to conduct the elections to the Supervisory Board by means of individual voting.

7.1 The Supervisory Board proposes to the Annual General Meeting

that Ms Kathrin Elisabeth Dahnke, business graduate, self-employed management consultant, Bielefeld, be elected to the Supervisory Board for a full term of office.

Ms Dahnke also holds the following mandates on supervisory boards and regulatory committees as per Section 125, Paragraph 1, Sentence 5 of the German Stock Corporation Act. In each case the position pertains to memberships of legally required supervisory boards:

• B. Braun SE, Melsungen,
• Knorr-BremseAG, Munich (listed)
• Aurubis AG, Hamburg (listed).

It is intended that Ms Dahnke be elected as a member and the Chair of the Finance and Audit Committee during the Supervisory Board and Finance and Audit Committee meetings directly following the Annual General Meeting. With regard to Section 100, Paragraph 5 of the German Stock Corporation Act and Recommendation D.3 GCGC, we declare that, in the opinion of the Supervisory Board, Ms Dahnke has the relevant expertise in the field of accounting con­ sisting of knowledge and experience in the application of accounting principles and internal control and risk management systems, as well as in sustainability reporting and sustainability report audits.

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