Corporate Governance

Declaration of Compliance with the German Corporate Governance Code

Pursuant to section 161 of German Stock Corporation Law, the Supervisory and Management Boards of KOENIG & BAUER Aktiengesellschaft herewith declare their compliance with the principles of the German Corporate Governance Code, as amended on 13 May 2013, with the following deviations:

  1. At present the policy excess borne by members of the Supervisory Board for D&O liability insurance of €2,500 is lower than is recommended in provision 3.8 of the Code. This fiscal year the Supervisory Board will discuss whether to adjust the excess to the amount recommended by the Code.
  2. The remuneration of individual members of the Supervisory Board is not disclosed (provision 5.4.6). However, the total sum has long been stated as fixed and variable components. We believe that this, together with the information on the remuneration agreements fixed in the articles of association and described in the management report, is largely an assessment of the adequacy of Supervisory Board remuneration and of the individual amount of remuneration possible.
  3. Supervisory Board remuneration contains appropriate adjustments for the chairman and vice-chairman, but not for committee work, since this is covered by the raised annual remuneration (provision 5.4.6) as part of the new remuneration system in place since 2010.
  4. The individual equity holdings of the members of the Supervisory and Management Boards are not disclosed (provision 6.3). In our opinion the separate disclosure of the total equity held by the Supervisory Board and by the Management Board adequately addresses investors’ information requirements.

Since issuing the last declaration of compliance in February 2013, KOENIG & BAUER Aktiengesellschaft has complied with the recommendations of the Government Commission on the German Corporate Governance Code, as amended on 15 May 2012, with the following exceptions: the policy excess borne by members of the Supervisory Board for D&O liability insurance is lower than one-and-a-half times the fixed annual remuneration (provision 3.8); no individual Supervisory Board remuneration and Board equity holdings have been disclosed (provisions 5.4.6 and 6.6). The committee work of the Supervisory Board is not remunerated separately (provision 5.4.6).

Würzburg, 14 February 2014

KOENIG & BAUER Aktiengesellschaft

For the Supervisory Board: Heinz-Joachim Neubürger, Chairman                                                       

For the Management Board: Claus Bolza-Schünemann, President and CEO

Supplement to Declaration of Compliance with the German Corporate Governance Code from 14 February 2014

As part of the amendments to Management Board member contracts payments to members of the Management Board upon premature termination of Management Board duties without serious cause by KBA during the contract duration are limited to an amount corresponding to three years’ remuneration including fringe benefits. Provision 4.2.3 of the Code recommends a severance pay cap of two years. As the payments are limited to the fixed basic salary Koenig & Bauer AG generally places an even stricter limit on the severance pay cap when drawing up contracts.

Würzburg, 19. November 2014

KOENIG & BAUER Aktiengesellschaft

For the Supervisory Board: Dr. Martin Hoyos, Chairman

For the Management Board: Claus Bolza-Schünemann, President and CEO