other notes

related party disclosures

In accordance with International Accounting Standard ias 24 persons or companies that may be influenced by or have influence on the reporting company must be disclosed, insofar as they have not already been included as consolidated companies in the financial statements.

Parties related to the kuka Group include mainly members of the Executive and Supervisory Boards as well as non-consolidated and associated kuka Group companies.

The following table summarizes the product- and services-related business activities transacted between companies included in the kuka Group consolidation and related companies:

Interest

Products and services provided by the kuka Group to related companies

Products and services provided by related companies to the kuka Group

in %

2007

2008

2007

2008

kuka InnoTec GmbH, Augsburg / Germany

51

0.0

0.1

0.3

0.5

Others less than € one million

0.0

0.0

0.1

0.0

0.0

0.1

0.4

0.5

newly consolidated companies 2008

kuka Robot Automation Taiwan Co. Ltd., Chung-Li City / Taiwan

100

1.9

0.0

0.0

0.0

kuka Robotics Japan k. k., Tokio / Japan

100

0.3

0.0

0.1

0.0

2.2

0.0

0.1

0.0

2.2

0.1

0.5

0.5

(of that from Discontinued Operations)

(0.0)

(–)

(0.0)

(0.0)

Intra-Group purchases and sales are transacted under the “dealing at arm’s length” principle at transfer prices that correspond to market conditions.

Services provided to related companies primarily comprise commissions and sales to non-consolidated sales and service organizations. Services provided to the Group by non-consolidated related and associated companies consist primarily of preparatory work that is subject to subsequent processing by the kuka Group’s consolidated companies.

The following table lists the material amounts owing by related parties to fully consolidated kuka Group companies.

Interest

Group receivables
from related companies

in %

Dec.31, 2008

Dec.31, 2007

kuka InnoTec GmbH, Augsburg / Germany

51

0.0

0.3

Others less than € one million

0.3

0.1

0.3

0.4

newly consolidated companies 2008

kuka Robot Automation Taiwan Co. Ltd., Chung-Li City / Taiwan

100

3.2

0.0

3.2

0.0

3.5

0.4

(of that from Discontinued Operations)

(0.0)

(0.0)

Current liabilities are € 0.2 million compared to € 0.1 million the year before and are not considered material either on an individual basis or from an overall Group perspective.

No business subject to reporting rules was conducted between any kuka Group companies and members of the kuka Aktiengesellschaft’s Executive or Supervisory Boards with the exception of the legal transactions outlined in the compensation report.

audit fees

The fee for the Auditors PricewaterhouseCoopers ag recognized as an expense in 2008 totals € 0.9 million. A total of € 0.7 million was recognized as financial statement audit fees. The auditor did not perform tax advisory services. An amount of € 0.1 million was recognized as expenses for certifications, valuations. Other services provided by the Auditor totaled to € 0.1 million.

declaration regarding the corporate governance code

The identically worded declarations in accordance with article 161 German Corporation Act (AktG) that have been issued by the Executive Board (February 23, 2009) and of the Supervisory Board (February 24, 2009) are available for inspection by any interested party on the company’s website at www.kuka.de.

announcements in accordance with article 26 (1) of the german securities trading act (wphg)

The notices received in the 2008 financial year are listed below:

jpMorgan Asset Management (uk) Limited, London / United Kingdom, informed us of the following in a letter dated January 24, 2008:

“In accordance with Article 21 para. 1 wphg we herewith inform you that on January 21, 2007 the share of the voting rights held by jpMorgan Asset Management (uk) Limited in kuka Aktiengesellschaft, Zugspitzstraße 140, 86165 Augsburg, fell below the threshold of 3 percent and is now 2.59 percent (689,793 shares). All voting rights are allocated to jpMorgan Asset Management (uk) Limited according to Article 22 para. 1 sentence 1 item 6 wphg.”

jpMorgan Asset Management Holdings Inc., New York / usa, notified us of the following in its letter dated January 24, 2008:

“In accordance with Article 21 para. 1 wphg, we herewith inform you that on January 21, 2008, the share of the voting rights held by jpMorgan Asset Management Holdings Inc. in kuka Aktiengesellschaft, Zugspitzstraße 140, 86165 Augsburg, fell below the threshold of 3 percent and is now 2.71 percent (719,821 shares). The voting rights are allocated to jpMorgan Asset Management Holdings Inc. according to Article 22 para. 1 sentence 1 item 6 in combination with Article 22 para. 1 sentence 2 wphg and come from jpMorgan Asset Management (uk) Limited amongst others.”

jpMorgan Chase & Co., New York / usa, informed us of the following in a letter dated January 24, 2008:

“In accordance with Article 21 para. 1 wphg we herewith inform you that on January 21, 2008 the share of the voting rights held by jpMorgan Chase & Co. in kuka Aktiengesellschaft, Zugspitzstraße 140, 86165 Augsburg, fell below the threshold of 3 percent and is now 2.72 percent (722,258 shares). The voting rights allocated to jpMorgan Chase & Co. according to Article 22 para. 1 sentence 1 item 6 wphg in combination with Article 22 para. 1 sentence 2 wphg are 2.71 percent (719,821 shares) and come from jpMorgan Asset Management Holdings Inc. In addition, jpMorgan Chase & Co. is allocating further voting rights of 0.01 percent (2,437 shares) according to Article 22 para. 1 sentence 1 item 1 wphg.”

Morgan Stanley Investment Management Limited, London / Great Britain, informed the kuka Aktiengesellschaft (former iwka Aktiengesellschaft) in accordance with Article 21 para. 1 wphg of the following in a letter dated April 4, 2008:

“We herewith inform you acc. to Article 21 para. 1 wphg that our share of the voting rights in iwka Aktiengesellschaft fell below the threshold of 3 percent on April 25, 2007 and is now 2.99 percent (797,358 voting shares). Of these, 2.99 percent (797,358 voting shares) are allocated to Morgan Stanley Investment Management Limited in accordance with Article 22 para. 1 sentence 1 item 6 wphg.”

In accordance with Article 21 para. 1 wphg, oddo et cie, Paris / France, sent us the following notice in its letter dated April 17, 2008:

“We herewith notify you, in accordance with Article 21 para. 1 wphg that on December 3, 2007, our share of the voting rights in kuka Aktiengesellschaft passed the threshold of 3 percent and now totals 4.48 percent (1,192,660 voting shares). Of these, 4.48 percent (1,192,660 voting shares) are allocated to us in accordance with Article 22 para. 1 sentence 1 item 6 and sentence 2 wphg. Voting rights allocated to us are held through the following company, which is controlled by oddo et cie and holds a share totaling 3 percent or more of the voting rights in kuka Aktiengesellschaft: oddo Asset Management, Paris / France.”

In accordance with Article 21 para. 1 wphg, oddo Asset Management, Paris / France, sent us the following notice in its letter dated April 17, 2008:

“We herewith notify you, in accordance with Article 21 para. 1 wphg, that on December 3, 2007, our share of the voting rights in kuka Aktiengesellschaft passed the threshold of 3 percent and now totals 4.48 percent (1,192,660 voting shares). Of these, 4.48 percent (1,192,660 voting shares) are allocated to us in accordance with Article 22 para. 1 sentence 1 item 6 wphg.”

Mr. Brian Fenwick-Smith, Monaco, informed us in its letter dated May 21, 2008 according to Article 21 para. 1 wphg, that on May 2, 2008, his share of the voting rights in kuka Aktiengesellschaft, Zugspitzstraße 140, 86165 Augsburg, fell below the threshold of 3 percent and is currently 2.97 percent (790,000 shares).

kuka Aktiengesellschaft informed us on June 10, 2008, according to Article 26 para. 1, sentence 2 wphg that on June 10, 2008, its share of own shares in kuka Aktiengesellschaft, Augsburg / Germany, isin: de0006204407, wkn: 620 440, passed the threshold of 3 percent of the voting rights and is now 3.07 percent (817,825 votes).

In accordance with Article 21 para. 1 wphg, Oppenheim Asset Management Services S.à.r.l., Luxembourg / Luxembourg, notified us of the following in a letter dated September 24, 2008:

“We herewith inform you according to Article 21 para. 1 wphg that on September 22, 2008, our share of the voting rights in kuka Aktiengesellschaft, passed the threshold of 3 percent and is now 3.35 percent (891,246 voting rights).”

In accordance with Article 21 para. 1 wphg, Oppenheim Asset Management Services S.à.r.l., Luxembourg / Luxembourg, notified us of the following in a letter dated September 26, 2008:

“We herewith inform you according to Article 21 para. 1 wphg that on September 25, 2008, our share of the voting rights in kuka Aktiengesellschaft, passed the threshold of 5 percent and is now 5.17 percent (1,374,349 voting rights).”

Grenzebach GmbH & Co. kg, Asbach-Bäumenheim / Germany, informed us of the following in a letter dated December 2, 2008:

  1. Grenzebach GmbH & Co. kg, Asbach-Bäumenheim / Germany, informed us in its letter dated December 2, 2008 in accordance with Article 21 para. 1 wphg, that on November 28, 2008 the share of the voting rights in kuka Aktiengesellschaft, Zugspitzstraße 140, 86165 Augsburg, passed the thresholds of 3 percent and 5 percent and is now 5.43 percent (1,445,000 shares). The voting rights are allocated to Grenzebach GmbH & Co. kg, Asbach-Bäumenheim / Germany, according to Article 22 para. 1 sentence 1 item 6 wphg. The voting rights allocated to Grenzebach GmbH & Co. kg are held through the following controlled company: Grenzebach Maschinenbau GmbH, Asbach-Bäumenheim / Germany.
  2. Grenzebach Maschinenbau GmbH, Asbach-Bäumenheim / Germany, informed us in its letter dated December 2, 2008 in accordance with Article 21 para. 1 wphg, that on November 28, 2008 the share of the voting rights in kuka Aktiengesellschaft, Zugspitzstraße 140, 86165 Augsburg, passed the thresholds of 3 percent and 5 percent and is now 5.43 percent (1,445,000 shares).
  3. Grenzebach Verwaltungs-GmbH, Asbach-Bäumenheim / Germany, informed us in its letter dated December 2, 2008 in accordance with Article 21 para. 1 wphg, that on November 28, 2008 the share of the voting rights in kuka Aktiengesellschaft, Zugspitzstraße 140, 86165 Augsburg, passed the thresholds of 3 percent and 5 percent and is now 5.43 percent (1,445,000 shares). The voting rights are allocated to Grenzebach Verwaltungs-GmbH, Asbach-Bäumenheim / Germany, according to Article 22 para. 1 sentence 1 item 1 wphg. The voting rights allocated to Grenzebach Verwaltungs-GmbH are held through the following controlled companies: Grenzebach GmbH & Co. kg, Asbach-Bäumenheim / Germany, which in turn controls Grenzebach Maschinenbau GmbH, Asbach-Bäumenheim / Germany.
  4. Mr. Rudolf Grenzebach, Germany, informed us in its letter dated December 2, 2008 in accordance with Article 21 para. 1 wphg, that on November 28, 2008 the share of its voting rights in kuka Aktiengesellschaft, Zugspitzstraße 140, 86165 Augsburg, passed the thresholds of 3 percent and 5 percent and is now 5.43 percent (1,445,000 shares). The voting rights are allocated to Mr. Grenzebach according to Article 22 para. 1 sentence 1 item 1 wphg. The voting rights allocated to Mr. Grenzebach are held through the following controlled companies: Grenzebach Verwaltungs-GmbH, Asbach-Bäumenheim / Germany, which in turn controls Grenzebach GmbH & Co. kg, Asbach-Bäumenheim / Germany, which in turn controls Grenzebach Maschinenbau GmbH, Asbach-Bäumenheim / Germany.

total emoluments of executive board and supervisory board members

The members of the Executive Board are listed on page Corporate organs. Unlike other data in the notes, these figures are stated in € thousands.

Compensation of the Executive Board

The Executive Board members’ compensation consists of fixed and variable components.

The fixed components comprise a base salary and payments in kind. The variable components include annually recurring components tied to business performance, as well as components that offer long-range incentive and that are tied to risk taking. The base salary is paid in twelve equal monthly installments. The payments in kind of the Executive Board members consist mainly of the use of company vehicles.

The variable component is granted in relation to kuka Group business performance indicators such as ebit, capital employed and cash flow. The associated details are established annually by mutual agreement. The variable components include a cap.

Effective January 1, 2007, the members of the Executive Board signed a further contract agreeing that the company at its sole discretion may award an additional variable incentive payment in the event of extraordinary performance.

In addition, a Phantom Share Program (“program”) that provides a long-term incentive was established for the Executive Board for the first time in 2006. Phantom shares are virtual shares that grant the holder the right to cash compensation at the level of the company’s current share price. In contrast to stock options, the revenue from phantom shares is based not only on the increase in share value, but the entire value of the share. In addition, a dividend equivalent that mirrors the actual dividend distributed on real kuka shares will be paid annually during the life of the plan for each virtual share held. There are no associated voting rights.

The term of each phase of the program is three calendar years. It was rolled out for the first time for the period from 2006 to 2008. The current program covers the period 2008 to 2010. At the beginning of the three-year period, the Supervisory Board’s personnel committee establishes the amount to be allocated. This amount is divided by kuka’s current share price, which establishes the preliminary number of phantom shares. Also at the beginning of the three-year performance period, the personnel committee establishes an eva (economic value added) for continuing operations (before taxes) based on the operative plan for the three reference years [ebit minus minimum interest rate on capital employed (ce) x 0.11 (0.09) = eva], which is based on the budget for the first business year of the three-year period and the plan for the two subsequent business years. The program for 2006 – 2008 and the program for 2007 – 2009 have an interest rate of 11 percent. The program for 2008 – 2010 has an interest rate of 9 percent. The cumulative eva of the three-year performance period is divided by the eva of continuing operations as per the operating budget for the three years covered by the agreement. The success factor can vary between 0 and 2.0. The final number of phantom shares depends on the degree of achievement of the success factor, by which the preliminary number of phantom shares is multiplied. At the upper limit, the number of phantom shares is double. Payment is based on the final number of phantom shares at the closing share price [average price of kuka shares between January 1 of the year following the three reference years (following year) and the day of the first meeting of the personnel committee in the following year].

Each Executive Board member participating is obligated to apply 25 percent of the gross amount paid out in April the following year to the purchase of kuka shares at the then current share price. This share purchase serves to build up a level of holdings established at 50 percent of annual compensation in the form of kuka shares starting in March of the following year. The obligation ends with the participant’s departure from the kuka Group. In the event of employment termination, initiated by either party, all allocated phantom shares expire.

The starting value for the Phantom Share Program is defined as the average price of kuka’s stock between January 1 and the day of the first meeting of the company’s Supervisory Board personnel committee in the following year. The value was € 21.25 for the first Phantom Share Program, € 21.91 for the second Phantom Share Program and is € 21.65 for the current Phantom Share Program.

The Personnel Committee of the company’s Supervisory Board will decide anew each year whether or not to grant the Executive Board share-price-oriented compensation. The repeated granting of such compensation in the past does not constitute a right to being granted such or comparable compensation in the future.

The objective of the program is to ensure that every member of the Executive Board is also an kuka shareholder. It promotes share ownership among members of kuka’s Executive Board and thereby ties the interests of these corporate members more closely to the interests of the shareholders. Changing success targets or comparative parameters retroactively is prohibited.

The company approved benefits from the company pension scheme for two members of the Executive Board, which comprise vested rights to pension payments, as well as widows and orphans pensions. No loans were granted to Executive Board members during the reporting period.

Compensation for 2008

Payments to members of the Executive Board during the 2008 business year totaled € 3,504,000.

The amounts for the 2008 business year include fixed salary, payments in kind, variable target achievement and performance-based compensation and compensation in accordance with the Phantom Share Program. This total includes all amounts that were paid out in 2008, or for which accruals were formed in the financial statements dated December 31, 2008, minus the amounts accrued for as of December 31, 2007.

The variable performance-related annual incentive payment had three equally weighted components related to achievement of target ebit, capital employed and cash flow during the 2008 business year.

In the event the targets are achieved, the variable incentive is paid to each Executive Board member in the form of a predefined sum in euros. In the event of an over or under achievement of the targets, the variable incentive is prorated on the basis of the over or under achievement, which can result in a payment of twice the nominal amount or a reduction to € 0.00 in the opposite case.

The relationship between base salary and performance-based components on an individual basis is shown in the following table:

Fixed salary including payments in kind *

Incentive payment for fiscal 2008

Phantom Share
Programs granted
volume (fair value at
the time of granting)

Total

Gerhard Wiedemann (until September 30, 2008)

448 **

241

83

772

Dr. Horst J. Kayser (from October 1, 2008)

102

100

166

368

Dr. Jürgen Koch (until June 30, 2008)

744 ***

435

0

1,179

Dr. Matthias J. Rapp (from July  1, 2008)

155

91

200

446

Bernd Liepert

408 ****

181

150

739

3,504 *****

* Payments in kind comprise the use of company cars, payment of hotel costs at the company’s headquarters, travel costs and premiums for accident insurance. The premium for d&o insurance, unlike that for accident insurance, is not included in the payments in kind because it cannot be allocated on an individual basis since the company pays a flat premium for the protected group of persons, which extends beyond the members of the Executive Board.

** Incl. dividend of € 23 thousand.

*** Incl. dividend, severance, pro-rata variable incentive for 2009 and payment from the Phantom Share Programs € 557 thousand.

**** Incl. dividend of € 18 thousand.

***** In contrast, € 2,578,000 were accounted for in the income statement as Executive Board remuneration in fiscal 2008 as a result of the maturity-date dependent accruals for the various phantom share programs.

phantom share program 20062008

Volume granted
in € thousands (fair value at the time of the grant)

Initial share price
of the 
kuka shares in €

Preliminary
numbers
of phantom shares

Gerhard Wiedemann

100

21.25

4,706

Dr. Jürgen Koch

150

21.25

5,883 *

Bernd Liepert

100

21.25

4,706

* Calculated and paid pro rata to June 30, 2008.

phantom share program 20072009

Volume granted in € thousands (fair value at the time of the grant)

Initial share price
of the 
kuka shares in €

Preliminary
numbers
of phantom shares

Gerhard Wiedemann

150

21.913

6,845 *

Dr. Jürgen Koch

150

21.913

3,423 **

Bernd Liepert

150

21.913

6,846

Dr. Matthias J. Rapp

75

21.913

3,423 ***

Dr. Horst J. Kayser

50

21.913

2,282 ****

* Pro rata to September 30, 2008.

** Calculated and paid pro rata to June 30, 2008.

*** Pro rata from July 1, 2008.

**** Pro rata from October 1, 2008.

phantom share program 20082010

Volume granted in € thousands (fair value at the time of the grant)

Initial share price of the kuka shares in €

Preliminary numbers of phantom shares

Gerhard Wiedemann

83

21.65

3,849 *

Dr. Horst J. Kayser

116

21.65

5,389 *

Dr. Jürgen Koch

Dr. Matthias J. Rapp

125

21.65

5,773 *

Bernd Liepert

150

21.65

6,928

* Pro rata

Provisions are made for the expected payments resulting from this according to the ratio from the balance sheet date. The preliminary number of phantom shares, which has been assessed with the success factor achieved at that time, is multiplied with the kuka share price as of the key date. The corresponding provisions amount to:

phantom share program 20062008

Amount of the
provision as of
December 31, 2008

Gerhard Wiedemann

37

Dr. Horst J. Kayser

0

Dr. Jürgen Koch

0

Dr. Matthias J. Rapp

0

Bernd Liepert

37

phantom share program 20072009

Amount of the
provision as of
December 31, 2008

Gerhard Wiedemann

82

Dr. Horst J. Kayser

5

Dr. Jürgen Koch

0

Dr. Matthias J. Rapp

13

Bernd Liepert

51

phantom share program 2008 – 2010

Amount of the
provision as of
December 31, 2008

Gerhard Wiedemann

65

Dr. Horst J. Kayser

3

Dr. Jürgen Koch

0

Dr. Matthias J. Rapp

5

Bernd Liepert

11

The extent to which members of the Executive Board are entitled to benefits from the company pension plan are as follows:

Messrs Wiedemann and Liepert were entitled to company pension plan benefits from the Group’s companies of which they were or are the ceo. These obligations were transferred to kuka Aktiengesellschaft on April 1, 2006. The Group’s companies will be charged for the time prior to the transfer. The employer’s pension commitment for Mr. Wiedemann includes a maximum old-age pension of € 36,000 per annum and for Mr. Liepert a maximum of € 6,000 per annum. It also includes provisions regarding a vocational and employment disability pension, widow’s pension (60 percent of the old age pension) and orphan’s pension (12 percent of the old-age pension for half-orphans and 24 percent for full orphans). If pension payments are started early, the payout is reduced by 1 percent of the final pension amount for each quarter year prior to the pensioner’s 65th birthday that the pension payments begin.

In 2008, the following amounts were added to pension accruals:

Addition

Gerhard Wiedemann

44

Dr. Jürgen Koch

Bernd Liepert

2

The variable incentive payment for Messrs. Wiedemann and Liepert will be reduced by an amount equal to the annual contribution to the pension accrual from 2006 onward.

Former board member Mr. Dieter Schäfer, who left in fiscal 2007, was entitled to use his company vehicle until December 30, 2008, the originally agreed end date of the employment contract. No other payments were made to former Executive Board members in fiscal 2008.

With a few exceptions, former Executive Board members have been granted benefits from the company pension scheme, which include old-age, vocational and employment disability, widow’s and orphan’s pensions. The amount of provisions included for this group of persons in 2008 for current pensions and expected pension benefits totals € 9,080, which compares with € 8,853,in 2007.

kuka Aktiengesellschaft has no compensation agreements that would come into effect in the event of a take-over bid by the members of the Executive Board or the employees.

compensation of the supervisory board

Compensation Structure

A resolution was passed at the Annual General Meeting of the company on June 1, 2006, which changed the articles of association to require fixed compensation for members of the Supervisory Board.

In addition to reimbursement of expenses, each member of the Supervisory Board will be paid a fixed amount of € 30,000, payable at the end of the business year.

The chair of the Supervisory Board will be paid four times that amount, and the deputy chair’s compensation will be double. For chairing the Annual General Meeting, provided it is not being chaired by the head of the Supervisory Board, and for membership in one or more committees that are not of an interim nature, Supervisory Board members will be paid an additional sum of € 30,000. Committee chairs will be paid at most 1 1/2 times the annual remuneration, even if they chair several committees or are members of another committee; this does not apply to the committee as per article 27, para. 3 of the MitbestG. (German Act on Company Codetermination).

In addition, for each Supervisory Board meeting, each Supervisory Board member will have a choice of either being reimbursed for expenses or receiving a lump sum payment of € 450 per sitting plus applicable value added tax. This option may only be declared once per year.

Compensation for the years 2007 and 2008

The principles outlined for compensation of the members of the Supervisory Board were already applicable to the compensation for the 2008 financial year due in 2007. The following table compares the compensation of the members of the Supervisory Board for the 2007 and 2008 business years.

Payment in 2008 (compensation for 2007)

Accrual in 2008 (compensation for 2008)

Dr. Rolf Bartke
Chairman of the Supervisory Board and Chairman of the Personnel Committee


165


165

Mirko Geiger
Deputy Chairman of the Supervisory Board (until May 15, 2008)


90


33

Jürgen Kerner
Deputy Chairman of the Supervisory Board (from May 15, 2008)


0


57

Jürgen Kerner (until May 15, 2008)

30

11

Walter Prues

60

60

Dr. Reiner Beutel

60

60

Dr. Herbert Meyer
Chairman of the Audit Committee


75


75

Pepyn René Dinandt

30

30

Dr.-Ing. Helmut Leube

30

30

Herbert R. Meyer (until May 15, 2008)

30

11

Fritz Seifert

30

30

Wilhelm Steinhart (until May 15, 2008)

30

11

Prof. Dr.-Ing. Gerd Hirzinger (until May 15, 2008)

30

11

Helmut Gierse (from May 15, 2008)

0

19

Wilfried Eberhardt (from May 15, 2008)

0

19

Siegfried Greulich (from May 15, 2008)

0

19

Thomas Knabel (from May 15, 2008)

0

19

profit distribution proposal

The Executive Board and Supervisory Board of kuka ag recommend the Annual General Meeting on April 29, 2009 in Augsburg not to distribute a dividend for the 2008 business year.

events after the balance sheet date

There were no significant events after the balance sheet date.

Augsburg, February 23, 2009

kuka Aktiengesellschaft

The Executive Board

Dr. Horst J. Kayser Dr. Matthias J. Rapp