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Corporate governance practice

Declaration of compliance

The following declaration is valid for the past and future Corporate Governance of Jungheinrich AG.

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 17 December 2024 and will be complied with in the future:

1. 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.

2. The designated interim Chairwoman of the Supervisory Board holds four other supervisory board mandates at the same time (recommendation C.4).

Ralf Najork, Chairman of the Supervisory Board, resigned as a member of the Supervisory Board on 19 November 2025 and thus also as Chairman of the Supervisory Board, effective 31 December 2025. As a result, the Supervisory Board appointed Kathrin Dahnke as interim Chairwoman of the Supervisory Board with effect from 1 January 2026. Ms Dahnke is currently a member of the supervisory board at four external companies, of which three are listed companies and the fourth is of a similar size and complexity. As the position of Chairperson counts double, Ms Dahnke will hold six supervisory board mandates from 1 January 2026, meaning that recommendation C.4 will not be complied with. Ms Dahnke has given her assurance that she will have sufficient time to fulfil her tasks as the Chairwoman of the Supervisory Board. Ms Dahnke also intends to resign from one of her other supervisory board mandates at the end of March 2026. The Supervisory Board will make a decision concerning the successor to the Chairperson of the Supervisory Board at the Supervisory Board meeting at which several shareholder representatives will be appointed to the Supervisory Board. This meeting will take place following the company’s Annual General Meeting on 19 May 2026. Recommendation C.4 will be complied with again at that point at the latest.

3. The designated Chairwoman of the Supervisory Board will remain the Chairwoman of the Finance and Audit Committee (recommendation D.3).

Ms Dahnke, Chairwoman of the Supervisory Board’s Finance and Audit Committee, will also temporarily take on the position of Chairwoman of the Supervisory Board (see details regarding recommendation C.4) from 1 January 2026. As a result, recommendation D.3 will not be complied with. Due to the currently ongoing audit of the annual financial statements, resigning as Chairwoman of the Finance and Audit Committee is not possible. Ms Dahnke has given her assurance that she will have sufficient time to fulfil her tasks both as the Chairwoman of the Supervisory Board and Chairwoman of the Finance and Audit Committee – even taking into account her mandates on other supervisory boards. The Supervisory Board will make a decision concerning the successor to the Chairperson of the Supervisory Board at the Supervisory Board meeting at which several shareholder representatives will be appointed to the Supervisory Board. This meeting will take place following the Annual General Meeting on 19 May 2026. Recommendation D.3 will then be complied with again.

4. 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.

5. 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. In the 2025 financial year, the Supervisory Board adjusted targets to take into account M&A activities.

6. 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 financial year 2024 in relation to the “lithium-ion equipment ratio” sustainability target within the context of the short-term incentive (STI) and long-term incentive (LTI), which were each paid out in 2025.

7. According to the remuneration system, the long-term variable management board remuneration amounts are 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 2025

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