Declaration of compliance

Declaration of compliance with the German Corporate Governance Code by the Management Board and the Supervisory Board of KUKA Aktiengesellschaft in accordance with section 161 of the German Stock Corporation Act (AktG)

The Management Board and the Supervisory Board of KUKA Aktiengesellschaft issued the following declaration pursuant to section 161 of the German Stock Corporation Act (AktG) on February 9, 2022:

Declaration regarding the recommendations of the “Government Commission on the German Corporate Governance Code” in the version of December 16, 2019, as published in the Federal Gazette of March 20, 2020

Since the GCGC 2020 came into force on March 20, 2020, KUKA Aktiengesellschaft has complied with the recommendations of the GCGC 2020 (also taking into account the updated declaration of November 10, 2021) with the exception of the following deviations:

• Recommendation B.1 of the GCGC 2020 (Diversity in the composition of the Management Board) is not fully complied with. In the composition of the Management Board, the Supervisory Board primarily considers the personal suitability, professional qualifications, leadership personality, professional experience, previous performance and other experience of the respective candidate. Aspects of diversity, e.g. age, gender or educational and professional background, are taken into account when selecting members of the Management Board; however, these are not defined in a separate diversity concept.

• Recommendation B.2 of the GCGC 2020 (Long-term succession planning for the Management Board and description in the corporate governance statement) is not complied with. To date, the Supervisory Board has not drafted a separate concept together with the Management Board for the long-term succession planning for the Management Board and accordingly has not described one in the corporate governance statement. The Supervisory Board will carry out the succession planning as part of its ongoing activities and decide on it accordingly in due course.

   

• Recommendation C.1 sentences 1 and 2 of the GCGC 2020 (Composition of the Supervisory Board, diversity) is not fully complied with. The Supervisory Board has stated specific objectives for its composition and drawn up a profile of skills for the board as a whole. To date, however, a separate concept on diversity has not been drafted. The composition of the Supervisory Board must first and foremost be aligned with the company’s interests and must ensure that the Management Board is monitored and advised effectively. The Supervisory Board thus selects the candidates for nominations to the Annual General Meeting in accordance with the statutory provisions and, moreover, primarily on the basis of their personal suitability, professional competence and experience. Aspects of diversity, e.g. age, gender or educational and professional background, are taken into account when selecting candidates for the Supervisory Board.

   

• Recommendation C.10 sentence 2 of the GCGC 2020 (Independence of the chair of the Audit Committee from the controlling shareholder) was not complied with up to January 31, 2021. Until that time, the chairman of the Audit Committee was not considered independent due to his management role as CFO of Midea Group, and thus at the shareholder controlling KUKA Aktiengesellschaft. However, the chairman of the Audit Committee possesses special knowledge and experience in the application of accounting principles and internal control procedures and is familiar with the auditing of financial statements, which outweighed the lack of independence.

   

• Recommendation D.1 of the GCGC 2020 (Rules of procedure for the Supervisory Board) is not fully complied with. While the Supervisory Board has adopted rules of procedure, it has decided not to make these available on the company’s website because the rules of procedure for the Supervisory Board are a purely internal company document.

   

• Recommendation G.6 of the GCGC 2020 (Ratio of short-term variable remuneration to long-term variable remuneration), according to which the share of variable remuneration achieved as a result of reaching long-term targets shall exceed the share from short-term targets, is not complied with. The remuneration system of the Management Board provides that the short-term variable remuneration and the long-term variable remuneration are each equally weighted at around 30% (measured against total remuneration and assuming 100% target achievement). The Supervisory Board considers an equal weighting of the variable remuneration components to be the more sensible arrangement in view of the challenges and the development of the company. For CEO Peter Mohnen, it was also agreed that this weighting between short-term and long-term variable remuneration will not take effect until January 1, 2022. The background to this is that the new appointment was negotiated with Peter Mohnen in the course of fiscal 2021 and his employment contract was revised during the year. In order to avoid having to adjust already agreed targets during the year and to smooth the effects for the company and Peter Mohnen, it was decided that the new weighting of the variable remuneration components would not take effect until the change of fiscal year.

   

• Recommendation G.10 of the GCGC 2020 (Granting in shares or share-based), according to which the variable remuneration amounts granted to the Management Board should be invested predominantly in company shares or granted predominantly as share-based remuneration, is not complied with. The remuneration system for the Management Board does not provide for any share-based remuneration. Due to the shareholder structure at KUKA Aktiengesellschaft, the free float in relation to the total number of shares is less than 5%. Remuneration based on the development of the share price therefore does not appear to be appropriate. However, for the long-term variable remuneration, the current remuneration system takes into account the relative development of earnings per share (“EPS development”) compared to the EPS development of a defined peer group of companies.

   

• Recommendation G.13 of the GCGC 2020 (Severance cap) is not complied with. G.13 of GCGC 2020 recommends that payments to a Management Board member on premature termination of his position on the Management Board should not exceed the value of two years’ remuneration (severance payment cap) and should not compensate more than the remaining term of the employment contract. In deviation from this, Peter Mohnen’s employment contract provides for a contractually fixed severance payment based on two years’ remuneration and, if the remaining term is less than 24 months, granted pro rata in accordance with the remaining term. This provision is related to Peter Mohnen’s reappointment and the amendment of his employment contract during fiscal 2021.

KUKA Aktiengesellschaft will continue to comply with the recommendations of the GCGC 2020, with the exception of the deviations mentioned above.

Augsburg, February 9, 2022

Declaration of compliance with the German Corporate Governance Code by the Management Board and the Supervisory Board of KUKA Aktiengesellschaft in accordance with section 161 of the German Stock Corporation Act (AktG)

The Management Board and the Supervisory Board of KUKA Aktiengesellschaft issued the following declaration pursuant to section 161 of the German Stock Corporation Act (AktG) on February 11, 2021:

1.1 Declaration regarding the recommendations of the “Government Commission on the German Corporate Governance Code” in the version of February 7, 2017, as published in the Federal Gazette of April 24, 2017, and in the amended version as published in the Federal Gazette of May 19, 2017 (“GCGC 2017”)

Since issuing the latest declaration of compliance of the Management Board (January 30, 2020) and of the Supervisory Board (February 7, 2020), KUKA Aktiengesellschaft has complied with the recommendations of the GCGC 2017 with the exception of the following deviations:

• KUKA Aktiengesellschaft has not followed the recommendation outlined in section 3.8 para. 3 of the GCGC 2017. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft’s view, Supervisory Board members do not require a deductible to ensure that they properly fulfill their monitoring role.

• KUKA Aktiengesellschaft has not followed the recommendation for the chair of the Audit Committee outlined in section 5.3.2 para. 3 sentence 2 of the GCGC 2017. The chairman of the Audit Committee was not considered independent because he also performed a management role for the shareholder Midea Group that controls KUKA Aktiengesellschaft. However, the chairman of the Audit Committee possesses special knowledge and experience in the application of accounting principles and internal control procedures, which outweighed the lack of independence.

1.2 Declaration regarding the recommendations of the “Government Commission on the German Corporate Governance Code” in the version of December 16, 2019, as published in the Federal Gazette of March 20, 2020 (“GCGC 2020”)

Since the GCGC 2020 came into force on March 20, 2020, KUKA Aktiengesellschaft has complied with the recommendations of the GCGC 2020 with the exception of the following deviations:

• Recommendation B.1 of the GCGC 2020 (Diversity in the composition of the Management Board) is not fully complied with. In the composition of the Management Board, the Supervisory Board primarily considers the personal suitability, professional qualifications, leadership personality, professional experience, previous performance and other experience of the respective candidate. Aspects of diversity, e.g. age, gender or educational and professional background, are taken into account when selecting members of the Management Board; however, these are not defined in a separate diversity concept.

• Recommendation B.2 of the GCGC 2020 (Long-term succession planning for the Management Board and description in the declaration on corporate governance) is not complied with. To date, the Supervisory Board has not drafted a separate concept together with the Management Board for the long-term succession planning for the Management Board and accordingly has not described one in the corporate governance statement. The Supervisory Board will carry out the succession planning as part of its ongoing activities and decide on it accordingly in due course.

• Recommendation C.1 sentences 1 and 2 of the GCGC 2020 (Composition of the Supervisory Board, diversity) is not fully complied with. The Supervisory Board has stated specific objectives for its composition and drawn up a profile of skills for the board as a whole. To date, however, a separate concept on diversity has not been drafted. The composition of the Supervisory Board must first and foremost be aligned with the company’s interests and must ensure that the Management Board is monitored and advised effectively. The Supervisory Board thus selects the candidates for nominations to the Annual General Meeting in accordance with the statutory provisions and, moreover, primarily on the basis of their personal suitability, professional competence and experience. Aspects of diversity, e.g. age, gender or educational and professional background, are taken into account when selecting candidates for the Supervisory Board.

• Recommendation C.10 sentence 2 of the GCGC 2020 (Independence of the chair of the Audit Committee from the controlling shareholder) was not complied with up to January 31, 2021. Until that time, the chairman of the Audit Committee was not considered independent due to his management role as CFO of Midea Group, and thus at the shareholder controlling KUKA Aktiengesellschaft. However, the chairman of the Audit Committee possesses special knowledge and experience in the application of accounting principles and internal control procedures and is familiar with the auditing of financial statements, which outweighed the lack of independence.

• Recommendation D.1 of the GCGC 2020 (Rules of procedure for the Supervisory Board) is not fully complied with. While the Supervisory Board has adopted rules of procedure, it has decided not to make these available on the company’s website because the rules of procedure for the Supervisory Board are a purely internal company document.

• Section G.1 of the GCGC 2020 contains new recommendations regarding the remuneration of the members of the Management Board. In accordance with the reasoning of the GCGC 2020 and the transitional provisions of the German Stock Corporation Act on the changes made by the Act to implement the Second Shareholder Rights Directive (ARUG II), with which the new recommendations of the GCGC 2020 are linked, the new recommendations of the GCGC 2020 have not yet been taken into account in the existing Management Board contracts. The Management Board and the Supervisory Board of KUKA Aktiengesellschaft will propose to the Annual General Meeting 2021 a remuneration system for the members of the Management Board of KUKA Aktiengesellschaft that will take into account the principles of the new recommendations of the GCGC 2020, deviating from individual recommendations if necessary.

KUKA Aktiengesellschaft will continue to comply with the recommendations of the GCGC 2020, with the exception of the deviations mentioned above.
Augsburg, February 11, 2021

For the Management Board: For the Supervisory Board:

Peter Mohnen Dr. Andy Gu

The declaration of the Executive Board dated January 30, 2020 and the Supervisory Board dated February 7, 2020 in accordance with section 161 para. 1 sent. 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (GCGC) reads as follows:

Since issuing the latest declarations of compliance of the Executive Board (January 28, 2019) and of the Supervisory Board (February 15, 2019), KUKA Aktiengesellschaft has complied with the recommendations of the Government Commission on the German Corporate Governance Code as on February 7, 2017, which were published in the Bundesanzeiger (German Federal Gazette) dated April 24, 2017, with the exception of the divergences mentioned in these declarations of compliance and will continue to comply with these recommendations with the following deviations:

1. KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8 para. 3 of the GCGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft’s view, Supervisory Board members do not require a deductible to ensure that they properly fulfill their monitoring role.

2. KUKA Aktiengesellschaft does not follow the recommendation for the chair of the Audit Committee outlined in section 5.3.2 para. 3 of the GCGC. The chairman of the Audit Committee is not to be considered independent pursuant to section 5.4.2 GCGC because this person is an officer of KUKA Aktiengesellschaft’s controlling shareholder. As CFO of Midea Group, the chairman of the Audit Committee possesses special knowledge and experience in the application of accounting principles and internal control procedures.

KUKA Aktiengesellschaft adheres to almost all the other suggestions contained in the Code.

Augsburg, January/February 2020

KUKA Aktiengesellschaft

The Executive Board                    The Supervisory Board

The declarations of compliance of the Executive Board and the Supervisory Board that have been issued for every financial year starting in 2002, have in each case been made available on the company’s website at www.kuka.com.

The identical declarations of the Executive Board dated January 28, 2019 and the Supervisory Board dated February 15, 2019 in accordance with section 161 para. 1 sent. 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (GCGC) read as follows:

“Since issuing the latest declarations of compliance of the Executive Board (November 7, 2018) and of the Supervisory Board (November 21, 2018), KUKA Aktiengesellschaft has complied with the recommendations of the Government Commission on the German Corporate Governance Code as on February 7, 2017, which were published in the Bundesanzeiger (German Federal Gazette) dated April 24, 2017, with the exception of the divergences mentioned in these declarations of compliance and will continue to comply with these recommendations with the following deviations:

KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8 para. 3 of the GCGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft’s view, Supervisory Board members do not require a deductible to ensure that they properly fulfill their monitoring role.


KUKA Aktiengesellschaft adheres to almost all the other suggestions contained in the Code.”

Augsburg, January/February 2019
KUKA Aktiengesellschaft


The Executive Board                    The Supervisory Board

The declarations of compliance of the Executive Board and the Supervisory Board that have been issued for every financial year starting in 2002, have in each case been made available on the company’s website at www.kuka.com.

The identical declarations of the Executive Board dated November 7, 2018 and the Supervisory Board dated November 21, 2018 in accordance with section 161 para. 1 sent. 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (GCGC) read as follows:

“Since issuing the latest declarations of compliance of the Executive Board (February 5, 2018) and of the Supervisory Board (February 15, 2018), KUKA Aktiengesellschaft has complied with the recommendations of the Government Commission on the German Corporate Governance Code as on February 7, 2017, which were published in the Bundesanzeiger (German Federal Gazette) dated April 24, 2017, with the exception of the divergences mentioned in these declarations of compliance until July 6, 2018 and complies with these recommendations with the following deviation since July 7, 2018:

KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8 para. 3 of the GCGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft’s view, Supervisory Board members do not require a deductible to ensure that they properly fulfill their monitoring role.

KUKA Aktiengesellschaft adheres to almost all the other suggestions contained in the Code.”

Augsburg, November 2018

KUKA Aktiengesellschaft


The Executive Board                    The Supervisory Board

The declarations of compliance of the Executive Board and the Supervisory Board that have been issued for every financial year starting in 2002, have in each case been made available on the company’s website at www.kuka.com.

The identical declarations of the Executive Board dated February 5, 2018 and the Supervisory Board dated February 15, 2018 in accordance with section 161 para. 1 sent. 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (GCGC) read as follows:

“Since issuing the latest declarations of compliance of the Executive Board (March 20, 2017) and of the Supervisory Board (March 21, 2017), KUKA Aktiengesellschaft has complied with the recommendations of the Government Commission on the German Corporate Governance Code as on February 7, 2017, which were published in the Bundesanzeiger (German Federal Gazette) dated April 24, 2017, with the exception of the divergences mentioned in these declarations of compliance and will continue to comply with these recommendations with the following deviations:

1. KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8 para. 3 of the GCGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft’s view, Supervisory Board members do not require a deductible to ensure that they properly fulfill their monitoring role.

2. KUKA Aktiengesellschaft does not follow the recommendation for the chairman of the Audit Committee outlined in section 5.3.2 para. 3 of the GCGC. The chairman of the Audit Committee is not to be considered independent pursuant to section 5.4.2 GCGC since he is also an officer of KUKA Aktiengesellschaft’s controlling shareholder. The chairman of the Audit Committee has as Deputy CFO Midea Group specialist knowledge and experience in the application of accounting principles and internal control processes.

KUKA Aktiengesellschaft adheres to almost all the other suggestions contained in the Code.”

Augsburg, February 2018
KUKA Aktiengesellschaft

The Executive Board The Supervisory Board

The declarations of compliance of the Executive Board and the Supervisory Board that have been issued for every financial year starting in 2002, have in each case been made available on the company’s website at www.kuka.com. 

The identical declarations of the Executive Board dated March 20, 2017 and the Supervisory Board dated March 21, 2017 in accordance with section 161 para. 1 sent. 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (GCGC) read as follows: 

“Since issuing the latest declarations of compliance of the Executive Board (February 8, 2017) and of the Supervisory Board (February 8, 2017), KUKA Aktiengesellschaft has complied withthe recommendations of the Government Commission on the German Corporate Governance Code as on May 5, 2015, which were published in the Bundesanzeiger (German Federal Gazette) dated June 12, 2015, with the exception of the divergences mentioned in today’s declarations of compliance; KUKA AG will continue to comply with these recommendations with the following deviations:

1. KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8 para. 3 of the GCGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft’s view, Supervisory Board members do not require a deductible to ensure that they properly fulfill their monitoring role.
2. KUKA Aktiengesellschaft does not at present follow the recommendation for the Executive Board outlined in section 4.2.3 para. 2 sent. 6 of the GCGC. The reason is that currently one phantom share program, that is part of the variable compensation of the Executive Board, is not restricted to certain maximum amounts. In addition to the maximum limits on the fixed remuneration and variable bonus, the employment contracts of the Executive Board members now also stipulate a maximum limit for phantom shares issued from 2015 onwards and payable from 2018 onwards. This is linked to a corresponding cap on the total remuneration. Retroactively capping total compensation (for overall salaries and variable payment components) would constitute a change in the terms of the contract, which cannot be unilaterally implemented by the Supervisory Board. Furthermore, it does not appear appropriate given the expected cooperation based on mutual trust between the Supervisory and Executive Boards (which is in fact expected by the GCGC).
3. KUKA Aktiengesellschaft does not follow the recommendation for the chairman of the Audit Committee outlined in section 5.3.2 sent. 3 of the GCGC. The chairman of the Audit Committee appointed on March 7, 2017 by the Audit Committee is not to be considered independent pursuant to section 5.4.2 GCGC since he is also an officer of KUKA Aktiengesellschaft’s controlling shareholder. The chairman of the Audit Committee has as Deputy CFO Midea Group specialist knowledge and experience in the application of accounting principles and internal control processes.

KUKA Aktiengesellschaft adheres to almost all the other suggestions contained in the Code.”

Augsburg, March 2017
KUKA Aktiengesellschaft

The Executive Board          The Supervisory Board

The identical declarations of the Executive Board (dated January 18, 2016) and the Supervisory Board (dated February 8, 2016) in accordance with section 161 para. 1 sent. 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (GCGC) read as follows:

“Since issuing the latest declarations of compliance of the Executive Board (January 20, 2015) and of the Supervisory Board (February 6, 2015), KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as on June 24, 2014, which were published in the Bundesanzeiger (German Federal Gazette) dated September 30, 2014, with the exception of the divergences mentioned in these declarations of compliance.

KUKA Aktiengesellschaft complies with the recommendations of the Government Commission on the German Corporate Governance Code of May 5, 2015, as published in the electronic Federal Gazette of June 12, 2015, and will also comply with them in the future subject to the following exceptions:

1. KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8 para. 3 of the GCGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft’s view, Supervisory Board members do not require a deductible to ensure that they properly fulfill their monitoring role.
2. KUKA Aktiengesellschaft does not at present follow the recommendation for the Executive Board outlined in section 4.2.3 para. 2 sent. 6 of the GCGC. The reason is that the phantom share programs that are still current, and form part of the variable compensation of the Executive Board, are not restricted to certain maximum amounts. In addition to the maximum limits on the fixed remuneration and variable bonus, the employment contracts of the Executive Board members now also stipulate a maximum limit for phantom shares issued from 2015 onwards and payable from 2018 onwards. This is linked to a corresponding cap on the total remuneration. Retroactively capping total compensation (for overall salaries and variable payment components) would constitute a change in the terms of the contract, which cannot be unilaterally implemented by the Supervisory Board. Furthermore, it does not appear appropriate given the expected cooperation based on mutual trust between the Supervisory and Executive Boards (which is in fact expected by the GCGC).

KUKA Aktiengesellschaft adheres to almost all the other suggestions contained in the Code.”

Augsburg, February 2016

KUKA Aktiengesellschaft

The Executive Board           The Supervisory Board

The identical declarations of the Executive Board dated January 20, 2015 and of the Supervisory Board dated February 6, 2015 in accordance with article 161, clause 1, sentence 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (“DCGK”) read as follows:

"Since issuing the latest declarations of compliance of the Executive Board (February 3, 2014) and of the Supervisory Board (February 12, 2014), KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as on June 24, 2014, , which were published in the Bundesanzeiger (German Federal Gazette) dated September 30, 2014, subject to the following exceptions:

1. KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8, clause 5 of the DCGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft's view, the deductible for Supervisory Board members is not required to ensure they properly fulfill their monitoring role.
2. KUKA Aktiengesellschaft does not follow the recommendation for the Execution Board outlined in section 4.2.3 paragraph 2, clause 5 of the DCGK. This is due to the fact that currently running Phantome-Share-Programmes, which are a part of the variable Executive Board’s remuneration, have no defined maximum limits. In addition to the maximum limits as to the fix and variable remuneration, it is now agreed that future Phantome-Share-Programmes, which will be issued as of 2015 and will be settled as of 2018, shall also be limited. Thus, the complete remuneration will then be capped in future. A subsequent implementation of maximum limits (total remuneration and variable parts of remuneration) would be a contract modification which cannot be implemented by the Supervisory Board unilaterally, and does not seem to be appropriate with regard to a trustful cooperation between Executive Board and Supervisory Board (as expected by the DCGK).

KUKA Aktiengesellschaft adheres to nearly all other proposals contained in the code."

Augsburg, February 2015



KUKA Aktiengesellschaft

The Executive Board The Supervisory Board

The identical declarations of the Executive Board dated February 3, 2014 and of the Supervisory Board dated February 12, 2014 in accordance with article 161, clause 1, sentence 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (“DCGK”) read as follows:

"Since issuing the latest declarations of compliance of the Executive Board (February 5, 2013) and of the Supervisory Board (February 15, 2013), KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as on May 13, 2013, which were published in the electronic edition of the Bundesanzeiger (German Federal Gazette) dated June 10, 2013, subject to the following exceptions:

1. KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8, clause 5 of the DCGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft's view, the deductible for Supervisory Board members is not required to ensure they properly fulfill their monitoring role.
2. KUKA Aktiengesellschaft does not follow the recommendation for the Execution Board outlined in section 4.2.3 paragraph 2, clause 5 of the DCGK. The Board Members’ contracts are ongoing and the Board Members shall rely on the agreed terms of their contracts. A subsequent implementation of maximum limits (total remuneration and variable parts of remuneration) would be a contract modification which cannot be implemented by the Supervisory Board unilaterally, and does not seem to be appropriate with regard to a trustful cooperation between Executive Board and Supervisory Board (as expected by the DCGK).

KUKA Aktiengesellschaft adheres to nearly all other proposals contained in the code."

Augsburg, February 2014



KUKA Aktiengesellschaft

The Executive Board The Supervisory Board

The identical declarations of the Executive Board dated February 15, 2012 and of the Supervisory Board dated February 17, 2012 in accordance with article 161, clause 1, sentence 1 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code read as follows:

"Since issuing the latest declarations of compliance of the Executive Board (February 16, 2011) and of the Supervisory Board (March 1, 2011), KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as on May 26, 2010, which were published in the electronic edition of the Bundesanzeiger (German Federal Gazette) dated July 2, 2010, subject to the following exceptions:

1. KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8, clause 5 of the CGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft's view, the deductible for Supervisory Board members is not required to ensure they properly fulfill their monitoring role.
2. Contrary to section 5.4.6, clause 4 of the CGC, the members of the Supervisory Board only receive a fixe compensation. After examining various compensation models, the Supervisory Board members unanimously agreed that only a fixed compensation model is appropriate for the Supervisory Board if it is to be ensured that it properly executes its monitoring duties and maintains the necessary independence and neutrality thereof.

KUKA Aktiengesellschaft adheres to nearly all other proposals contained in the code."

Augsburg, February 2012

KUKA Aktiengesellschaft

The Executive Board The Supervisory Board

The identical declarations of the Executive Board dated February 16, 2011 and of the Supervisory Board dated March 1, 2011 in accordance with article 161 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code read as follows:

"Since issuing the latest declarations of compliance of the Executive Board (March 2, 2011) and of the Supervisory Board (March 5, 2010), KUKA Aktiengesellschaft has complied with, and continues to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as amended on June 18, 2009 or respectively since its validity as amended on May 26, 2010, which were published in the electronic edition of the Bundesanzeiger (German Federal Gazette) dated July 2, 2010, subject to the following exceptions:

1. KUKA Aktiengesellschaft does not follow the recommendation for the Supervisory Board outlined in section 3.8, clause 5 of the CGC. The Group D&O insurance policy does not provide for a deductible for members of the Supervisory Board. In KUKA Aktiengesellschaft's view, the deductible for Supervisory Board members is not required to ensure they properly fulfill their monitoring role.
2. Contrary to section 4.2.3, clause 3 of the CGC, Executive Board member Dr. Bickel, who left the company on December 31, 2010, only received a fixed salary and no variable compensation component. The company did not consider a variable compensation component to be appropriate since Dr. Bickel's appointment to the Executive Board was for a fixed term right from the start. In KUKA Aktiengesellschaft's view, a variable compensation component for an assignment of such short duration will not produce any meaningful long-term incentive.
3. Contrary to section 4.2.3, clause 11 of the CGC, the contract of former Executive Board member Dr. Bickel did not include a severance cap. The company did not consider it necessary to include a severance cap in Dr. Bickel's employment contract because of the limited duration of the contract. Neither did the company initially consider it necessary to include a severance cap in Executive Board member Dr. Reuter's employment contract, because his appointment to the position of CEO was initially limited until April 25, 2010 in accordance with article 105, para. 2 of the German Stock Corporation Act.
4. Contrary to section 5.4.6, clause 4 of the CGC, the members of the Supervisory Board only receive a fixe compensation. After examining various compensation models, the Supervisory Board members unanimously agreed that only a fixed compensation model is appropriate for the Supervisory Board if it is to be ensured that it properly executes its monitoring duties and maintains the necessary independence and neutrality thereof.

KUKA Aktiengesellschaft adheres to nearly all other proposals contained in the code."

Augsburg, March 2011

KUKA Aktiengesellschaft

The Executive Board The Supervisory Board

 The Executive Board and the Supervisory Board of IWKA Aktiengesellschaft issue the following declaration:

IWKA Aktiengesellschaft conforms to the recommendations of the Government Commission of the German Corporate Governance Code of August 20, 2002, in the version of November 7, 2002, as published in the electronic Federal Gazette of November 26, 2002, with the following two exceptions:

The group financial statements and interim reports are drawn up in accordance with the applicable provisions of the German Commercial Code (HGB) (Section 7.1.1).

The group financial statements are not publicly accessible within 90 days of the end of the business year (Section 7.1.2).

IWKA Aktiengesellschaft also complies to a considerable extent with the suggestions contained in the Code.

Karlsruhe, July 4, 2003

The Executive Board

The Executive Board and the Supervisory Board of IWKA Aktiengesellschaft issue the following declaration:

IWKA Aktiengesellschaft conforms to the recommendations of the Government Commission of the German Corporate Governance Code with the following two exceptions:

The group financial statements and interim reports are drawn up in accordance with the applicable provisions of the German Commercial Code (HGB) (Section 7.1.1).

The group financial statements will not be publicly accessible within 90 days of the end of the business year (Section 7.1.2).

IWKA Aktiengesellschaft also complies to a considerable extent with the suggestions contained in the Code.

Karlsruhe, December 17, 2002

The Executive Board