Declaration of compliance

Declaration according to Section 161 of the German Stock Corporation Act

In accordance with Section 161, Paragraph 1 Sentence 1 of the German Stock Corporation Act, the Board of Management and the Supervisory Board of Jungheinrich AG hereby declare that the recommendations of the Government Commission’s German Corporate Governance Code as amended on 28 April 2022 and published in the Federal Gazette on 27 June 2022, with the exception of the deviations from individual recommendations listed below, have been complied with since the declaration of compliance dated 20 December 2023 and will be complied with in the future:

1. The company did not create skills profiles for the whole of the Supervisory Board before 17 December 2024 (recommendation C.1).

Until recently, the Supervisory Board of Jungheinrich AG did not define specific targets or create skills profiles for its composition. The Supervisory Board adopted a skills profile with a resolution passed on 17 December 2024, which means recommendation C.1 will be met in future. Details are provided in the Corporate Governance Statement, which will be updated according to schedule in January 2025.

2. The company renounces the determination of an age limit for Supervisory Board members (recommendation C.2).

An age limit can lead to rigid rules which may counteract the company’s goal of recruiting extremely experienced individuals to work on the Supervisory Board. Therefore, the flexibility to make decisions on a case-by-case basis has been given preference over a rigid limit.

3. A nomination committee for proposing suitable Supervisory Board candidates to the Annual General Meeting will not be established (recommendation D.4).

In light of the company’s nature, which can be likened to that of a family-owned company, the Supervisory Board believes that such a committee is unnecessary. Two Supervisory Board members are appointed by the registered shareholders. The candidates proposed to the Annual General Meeting for the four remaining shareholder representative positions are chosen in close coordination with the holders of ordinary shares.

4. The Supervisory Board can retroactively adjust the targets or the comparative parameters for the variable remuneration of the Board of Management in certain cases (recommendation G.8).

The company’s remuneration system allows for a retroactive adjustment of targets and comparative parameters in cases of unusual developments. The Board of Management and the Supervisory Board are of the opinion that this flexibility is advisable and necessary in order to take sufficient account of M&A transactions in particular and to allow for changes in corporate strategy in the interests of the sustainable development of the company also within an assessment period for the variable compensation components. In the interests of the company, necessary adjustments of targets and comparative parameters will remain possible. The Supervisory Board made use of this in the 2024 financial year with regard to the targets for the long-term incentive (LTI) for the years 2022–2024 and 2023–2025 in order to continue guaranteeing performance-appropriate remuneration in light of the war in Ukraine and its serious global consequences.

5. The Board of Management and the Supervisory Board restrict the transparency of target achievement with regard to the variable remuneration of the Board of Management if the confidentiality interests of the company conflict with disclosure (recommendation G.9 sentence 2).

The Board of Management and the Supervisory Board make no disclosures in the annual remuneration report that go beyond the legal requirements (especially those in Section 162 AktG). In particular, the disclosure of the concretely defined targets for an assessment period shall be waived in the case of strategically significant targets if and to the extent that this opposes the confidentiality interests of the company and disclosure would be unfair for competitive reasons. The Board of Management and Supervisory Board have made use of this in the remuneration report for the 2023 financial year in relation to the “lithium-ion equipment ratio” sustainability target within the context of the Short Term Incentive (STI) and LTI, which were each paid out in 2024.

6. According to the remuneration system, the long-term variable management board remuneration amounts can be available to members of the Board of Management after three years instead of four years (recommendation G.10 sentence 2).

According to the remuneration system, members of the Board of Management will receive an LTI, meaning long-term variable remuneration, containing a share-based component. In contrast, short-term variable remuneration (STI) is not share-based. LTI tranches have a three-year term, which corresponds to the term of the initial appointment of members of the Board of Management.

Hamburg, December 2024