KION : The convocation with the complete agenda

Convocation

of the Annual

General Meeting

of KION GROUP AG on 29 May 2024

Convenience Translation

KION GROUP AG

Frankfurt am Main

Dear Shareholders,

You are invited to the

Annual General Meeting of KION GROUP AG

to be held at

10:00 on Wednesday, 29 May 2024 (CEST, corresponds to 8:00 UTC)

in

Gesellschaftshaus Palmengarten, Palmengartenstraße 11,

60325 Frankfurt am Main Germany.

Information on the shares

ISIN: DE 000KGX8881

German securities identification code: KGX888

Convocation - KION GROUP AG | Annual General Meeting, 29 May 2024

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Agenda

1. Presentation of the adopted annual financial statements, the approved consolidated financial statements, the summarized management report for KION GROUP AG and the Group, including the explanatory report on the information required pursuant to sections 289a, 315a German Commercial Code as well as the report of the Supervisory Board for the 2023 financial year
   The said documents have been published on the internet at www.kiongroup.com/agm. They will also be available at the Annual General Meeting and will be explained in greater detail at the Annual General Meeting by the Executive Board and - as regards the report of the Supervisory Board - by the chairman of the Supervisory Board.
   The Supervisory Board has approved the annual financial statements and the consoli- dated financial statements prepared by the Executive Board. This means that the annual financial statements have been adopted pursuant to section 172, sentence 1, phrase 1 German Stock Corporation Act. In accordance with the statutory provisions, no resolu- tion is therefore necessary on this agenda item.
2. Resolution on the appropriation of the balance sheet profit for the 2023 financial year
   The Executive Board and the Supervisory Board propose that the balance sheet profit for the 2023 financial year in the amount of EUR 189,083,944.36 be appropriated as follows:

Payment of a dividend of EUR 0.70 per
no-par value share carrying dividend rights	EUR	91,787,339.70
Appropriation to revenue reserves	EUR	97,000,000.00
Profit carried forward	EUR	296,604.66
Balance sheet profit	EUR 189,083,944.36

The proposal regarding the appropriation of the balance sheet profit is based on the no- par value shares carrying dividend rights in existence on the date on which the annual financial statements for the completed 2023 financial year were prepared by the Executive Board. This takes into account the fact that the own shares the Company holds carry no entitlement to dividends pursuant to section 71b German Stock Corporation Act. Should the number of no-par value shares carrying dividend rights change before the Annual General Meeting, a suitably amended resolution proposal which contains an unchanged dividend of EUR 0.70 per no-par value share carrying dividend rights for the completed 2023 financial year will be put to the vote at the Annual General Meeting. In such a case, the profit carried forward will be amended accordingly.

According to section 58(4), sentence 2 German Stock Corporation Act, the claim to the dividend is due on the third business day following the resolution by the Annual General Meeting.

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1. Resolution on the ratification of the actions of the Executive Board of KION GROUP AG for the 2023 financial year
   The Executive Board and the Supervisory Board propose that the actions of the members of the Executive Board of KION GROUP AG in office in the 2023 financial year be ratified for this period.
2. Resolution on the ratification of the actions of the Supervisory Board of KION GROUP AG for the 2023 financial year
   The Executive Board and the Supervisory Board propose that the actions of the members of the Supervisory Board of KION GROUP AG in office in the 2023 financial year be ratified for this period.
3. Resolutions on the appointment of the auditor of the annual financial statements and the auditor of the consolidated financial statements for the 2024 financial year as well as the auditor for the review of the half-yearly financial statements and the auditor of the sustainability reporting
4. 1. Auditor of the annual financial statements, auditor of the consolidated financial statements and auditor of the half-yearly financial statements
      The Supervisory Board proposes, based on a corresponding recommendation of its Audit Committee, that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be appointed as auditor of the annual financial statements and as auditor of the con- solidated financial statements for the 2024 financial year as well as auditor for the review of the abridged financial statements for the Group and the interim manage- ment report for the Group for the first six months of the 2024 financial year.
   2. Auditor of the sustainability reporting
      The Supervisory Board proposes, based on a corresponding recommendation of its Audit Committee, that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be appointed as auditor of a sustainability report that might need to be prepared and a Group sustainability report that might need to be prepared for the 2024 financial year. The appointment is subject to the condition precedent that the German legis- lator, when implementing the Audit Directive (Directive 2006/43/EC, last amended by Directive (EU) 2022/2464), legislates with effect for the current 2024 financial year that an auditor of the sustainability reporting is to be appointed by the general meeting.

The Audit Committee has declared that its recommendation is free from improper influence by third parties and no clause restricting choice within the meaning of article 16(6) of the EU Audit Regulation (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC) was imposed on it.

Agenda - KION GROUP AG | Annual General Meeting, 29 May 2024

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6. Resolution on the approval of the remuneration report for the 2023 financial year

The Executive Board and the Supervisory Board shall, pursuant to section 162 German

Stock Corporation Act, prepare a remuneration report each year that must comply with specific requirements. The auditor must verify that the remuneration report includes all the information required by law and must issue an audit certificate on this. The remuneration report verified in this manner by the auditor must be submitted to the general meeting for approval pursuant to section 120a(4) German Stock Corporation Act. The decision of the general meeting on the approval of the remuneration report shall be understood as a recommendation. In the remuneration report for the current financial year, the Executive Board and the Supervisory Board shall explain how they have taken into account the resolution of the general meeting on the approval of the remuneration report for the previous financial year.

Against this background, the Executive Board and the Supervisory Board propose to the Annual General Meeting to approve the remuneration report for the 2023 financial year attached to the agenda together with the audit certificate as an annex to this agenda item 6.

1. Resolution on the approval of the remuneration system for the members of the Executive Board
   Pursuant to section 120a(1) German Stock Corporation Act, the general meeting must resolve on the approval of the remuneration system for the Executive Board members after any significant changes to the system, but at least every four years. The current remuneration system for the Executive Board members was approved by the Annual General Meeting on 11 May 2021.
   The Supervisory Board reviewed the remuneration system and resolved on a new re- muneration system for the Executive Board members on 28 February 2024. The new remuneration system will take effect retroactively on 1 January 2024 subject to the condition precedent of the approval of the system by the Annual General Meeting on 29 May 2024.
   The new remuneration system is printed as an annex to this agenda item 7 after the agenda following the annex to agenda item 6. In addition to the annex to this agenda item 7, further information regarding the new remuneration system is available on the Company's website at www.kiongroup.com/agm.
   The Supervisory Board proposes that the new remuneration system for the members of the Executive Board printed as an annex to this agenda item 7 be approved.
2. Resolution on adapting the Articles of Association based on the Future Financing Act
   As a result of the Future Financing Act, with effect from 15 December 2023, among others, an editorial change was made to section 123(4), sentence 2 German Stock Cor- poration Act with the effect that the evidence of the shareholding required for the right to attend the general meeting and to exercise voting rights shall no longer relate to the "beginning of the 21st day prior to the general meeting", but instead to the "close of busi- ness on the 22nd day prior to the general meeting". The purpose of this editorial change was to align the German Stock Corporation Act with the definition of the record date

6	Agenda - KION GROUP AG | Annual General Meeting, 29 May 2024

of the European Commission Implementing Regulation (EU) 2018/1212. This statutory change is to be incorporated accordingly into the wording of the Articles of Association of KION GROUP AG.

Against this background, the Executive Board and the Supervisory Board propose that article 20(2), sentence 3 of the Company's Articles of Association be revised as follows:

"The evidence of the shareholding shall relate to the close of business of the 22nd day (local time at the Company's registered office) prior to the General Meeting."

9. Resolution on the approval of the amendment to the domination and profit and loss transfer agreement between KION GROUP AG and KION Information Management Services GmbH

There is a domination and profit and loss transfer agreement between KION GROUP AG, as the controlling company, and KION Information Management Services GmbH, as the dependent company, which was concluded on 12 June 2007 between KION GROUP GmbH and KION Information Management Services GmbH. KION GROUP AG is the legal successor of KION GROUP GmbH.

For the avoidance of doubt, the wording of the domination and profit and loss trans- fer agreement between KION GROUP AG and KION Information Management Services GmbH is to be adjusted and aligned with the current company-wide standard.

Against this background, on 7 March 2024, KION GROUP AG and KION Information Management Services GmbH concluded an agreement to amend the domination and profit and loss transfer agreement concluded on 12 June 2007 ("Amendment Agree- ment"). The Amendment Agreement results in the following significant changes to the domination and profit and loss transfer agreement of 12 June 2007:

• The provisions on the profit transfer in section 2 of the domination and profit and loss transfer agreement now contain a dynamic reference to section 301 German Stock Corporation Act, according to which the profit transfer shall not exceed the maximum amount for any profit transfer set forth in section 301 German Stock Corporation Act - as amended from time to time. The previous provisions on the profit transfer in the domination and profit and loss transfer agreement had static wording. For reasons of legal certainty, the change is intended to rule out the risk that section 301 German Stock Corporation Act will change and the profit that then has to be transferred will be calculated incorrectly.
• The provision on the loss compensation in section 3 of the domination and profit and loss transfer agreement now only contains a dynamic reference to section 302 German Stock Corporation Act, according to which the provisions of section 302 German Stock Corporation Act - as amended from time to time - shall apply mutatis mutandis. In addition to containing a dynamic reference, the previous pro- vision on the loss compensation in the domination and profit and loss transfer agreement was also formulated as a static reference by (partially) reproducing the wording of the law. For reasons of legal certainty, the change is intended to lower the risk that the fiscal unity between KION Information Management Services GmbH and KION GROUP AG will not be recognized.

Agenda - KION GROUP AG | Annual General Meeting, 29 May 2024

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• The previous provisions in the domination and profit and loss transfer agreement, according to which the claim to a profit transfer and the claim to the compensa- tion of losses are to bear interest of 5% per year, once the claim becomes due, respectively, were deleted. Pursuant to the current version of sections 352 et seq. German Commercial Code, a claim to default interest of 5% per year also arises without a contractual provision
• The previous provision in the domination and profit and loss transfer agreement on the claim to the compensation of losses becoming due was deleted. It is undis- puted that the claim to the compensation of losses will become due at the end of the financial year of the dependent company.

The amended domination and profit and loss transfer agreement has the following wording:

"Domination and Profit and Loss Transfer Agreement

between

KION GROUP AG, having its registered seat in Frankfurt am Main, registered in the commercial register of the local court of Frankfurt am Main under no. HRB 112163, with registered business address at Thea-Rasche-Strasse8, 60549 Frankfurt am Main (the "Controlling Enterprise");

and

KION Information Management Services GmbH, having its registered seat in Frankfurt am Main, registered in the commercial register of the local court of Frankfurt am Main under no. HRB 110454, with registered business address at Thea-Rasche-Strasse 8, 60549 Frankfurt am Main (the "Dependent Company"; the Dependent Company and the Controlling Enterprise together the "Parties", each a "Party").

Preamble

1. The Controlling Enterprise is the sole shareholder of the Dependent Company.
2. The purpose of the following Domination and Profit and Loss Transfer Agreement (the "Agreement") is to ensure a uniform corporate management of the Depen- dent Company and to establish a fiscal unity within the meaning of sections 14, 17 German Corporate Income Tax Act between the Dependent Company and the Controlling Enterprise.

1. Domination

1. The Dependent Company submits its management to the control of the Controlling Enterprise. The Controlling Enterprise is thus entitled to give instructions to the management board of the Dependent Company with respect to the conduct of the Dependent Company. The right of the Controlling Enterprise to give instructions also applies to the preparation of the annual financial statements of the Depen- dent Company.
2. The Dependent Company is obliged to follow the instructions given by the Con- trolling Enterprise.

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1.3 The Controlling Enterprise is not entitled to instruct the Dependent Company to amend, maintain or terminate this Agreement.

2. Profit transfer

1. The Dependent Company shall transfer its entire profit pursuant to the provisions of § 301 of the German Stock Corporation Act as amended from time to time to the Controlling Enterprise. The profit transfer shall not exceed the maximum amount for any profit transfer set forth in section 301 German Stock Corporation Act (as amended from time to time).
2. With the approval of the Controlling Enterprise, the Dependent Company may allocate amounts from the annual net income to profit reserves (section 272(3) German Commercial Code) with the exception of statutory reserves to the extent that such allocation is permitted under commercial law and commercially justified from the perspective of a reasonably acting prudent businessman. Upon the request of the Controlling Enterprise, amounts from other profit reserves (section 272(3) German Commercial Code) established during the term of this Agreement shall, to the extent permitted by sections 301, 302 German Stock Corporation Act (as amended from time to time), be withdrawn and used to com- pensate annual losses or used to be transferred as profit.
3. The following amounts may (subject to sections 301, 302 German Stock Corpora- tion Act (as amended from time to time)) neither be transferred to the Controlling Enterprise as profit nor be used to compensate an annual loss:
4. 1. amounts from the dissolution of other profit reserves (section 272(3) German Commercial Code) that were established from profits generated before this Agreement became applicable; and
   2. amounts from the dissolution of capital reserves irrespective as to whether they were established before or after this Agreement became applicable.

The use of the amounts referred to above - in accordance with the applicable corporate law provisions - outside of the scope of this Agreement and in particular as regards a dividend distribution shall remain unaffected hereby.

2.4 The claim for the profit transfer arises upon expiry of the respective financial year of the Dependent Company respectively and becomes due at this point in time.

1. Loss compensation
   The provisions of section 302 German Stock Corporation Act (as amended from time to time) shall apply mutatis mutandis.
2. Effectiveness, application

4.1 This Agreement becomes effective if and when the following conditions precedent (section 158(1) German Civil Code) are fulfilled:

1. approval by the shareholders' meeting of the Dependent Company by means of a notarised shareholders' resolution;

Agenda - KION GROUP AG | Annual General Meeting, 29 May 2024

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1. approval by the general meeting of the Controlling Enterprise by notarial record; and
2. registration of this Agreement in the commercial register of the Dependent Company.

4.2 This Agreement (except for the domination provisions set forth in section 1 of this Agreement) shall be applied with retroactive effect as of the beginning of the business year of the Dependent Company current at the time of this Agreement's registration in the commercial register of the Dependent Company.

5. Term, termination

1. This Agreement is concluded for an indefinite term.
2. This Agreement may be terminated for the first time with effect as of the end of the business year of the Dependent Company that ends no earlier than upon the expiry of five years from the date on which this Agreement became applicable pursuant to section 4.2 of this Agreement. The termination notice period shall be six months.
3. Thereafter, this Agreement can be terminated, subject to a termination notice pe- riod of six months, with effect as of the end of any business year of the Dependent Company.
4. The termination notice must be given in writing. For the determination of whether or not the termination notice period has been complied with, the point in time shall be decisive at which the written termination notice is received by the respective other Party.
5. The right to an extraordinary termination of this Agreement for good cause with- out adhering to a notice period shall remain unaffected. Such good cause exists, in particular,
6. 1. if the Controlling Enterprise ceases to hold the majority of voting rights aris- ing from a participation in the Dependent Company within the meaning of section 14(1) sentence 1 no. 1 sentence 1 German Corporate Income Tax Act;
   2. in case of a merger or split of either the Controlling Enterprise or the Depen- dent Company;
   3. in case of the liquidation of either the Controlling Enterprise or the Dependent Company; or
   4. due to other reasons within the meaning of regulation 14.5(6) German Corpo- ration Tax Regulations 2015 or any provision subsequent to this regulation.

6. Final provisions

6.1 Any amendments and supplements to this Agreement, including this written form requirement, must be made in writing unless a notarial deed is required by law.

10	Agenda - KION GROUP AG | Annual General Meeting, 29 May 2024