Koenig & Bauer : Invitation to the Annual General Meeting

Invitation

99. Annual General Meeting

Information pursuant to Section 125 of the German Stock Corporation Act in conjunction with Table 3 of the Commission Implementing Regulation (EU) 2018/1212 (EU-IR)

A. Specification of the message

1.	Unique identifier of the event	Annual General Meeting of ­Koenig & Bauer­ AG on June 26, 2024
		formal specification according to EU-IR:
		43bbd62128cfee11b52f00505696f23c
2.	Type of message	Notice of Annual General Meeting
		formal specification according to EU-IR:NEWM
B. Specification of issuer
1. ISIN	DE0007193500
2.	Name of issuer	Koenig & Bauer AG
C. Specification of the meeting
1.	Date of the Annual	June 26, 2024
	General Meeting	formal specification according to EU-IR:20240626
2.	Time of the Annual	11:00 a.m. (CEST)
	General Meeting	formal specification according to EU-IR:9:00 a.m. (UTC)
3. Type of General Meeting	Annual General Meeting (in-person meeting with physical
		presence­	of shareholders and their proxies)
		formal specification according to EU-IR:GMET
4. Location of the Annual	Vogel Convention Center (VCC), Max-Planck-Str. 7/9,
	General Meeting	97082 Würzburg
5. Record Date	June 4, 2024 , 24:00 hours (CEST)
		formal specification according to EU-IR:20240604,
		22:00 hours (UTC)
6. Uniform Resource Locator	https://investors.Koenig-bauer.com/de/hauptversammlung/

Further information on the agenda (Section E) and details of the deadlines for exercising other shareholder rights (Section F) can be found on the following website: https://investors.Koenig-bauer.com/de/hauptversammlung/

D. Participation in the Annual General Meeting

1. Method of participation	•	In-person voting on site
by shareholder	•	by granting power of attorney to a third party or by granting
		power of attorney and issuing instructions to the proxies
		nominated­	by the company

• by postal voting (electronically) (without physical participation) formal specification according to EU-IR:PH, PX, EV

2. Issuer deadline for the	June 19, 2024, 24:00 hours (CEST)
­notification of participation	(receipt of the registration is decisive)
	formal specification according to EU-IR:20240619,
	10:00 p.m. (UTC)
3. Issuer deadline for voting	In-person voting on site
	June 26, 2024, from 11:00 a.m (CEST) up to the time determined
	by the chairman of the meeting in the course of the voting.
	formal specification according to EU-IR:
	20230626, from 09:00 a.m. (UTC) up to the time determined by
	the chairman of the meeting in the course of the voting.
	Exercising voting rights by electronic postal vote
	via the InvestorPortal:
	June 25, 2024; 6:00 p.m. (CEST) (admission relevant)
	formal specification according to EU-IR:20240625, 4:00 p.m.(UTC)
	by granting power of attorney and issuing instructions to the
	proxies­	nominated by the company

per letter or email / electronically via the InvestorPortal: June 25, 2024; 6:00 p.m. (CEST) (admission relevant)

formal specification according to EU-IR:20240625, 4:00 p.m.(UTC)

Shareholders attending in person and their proxies, to the extent that they have the right to sub-authorise, may authorise and instruct proxies of the Company to exercise their voting rights during the General Meeting until voting commences.

by granting power of attorney to a third party

per letter or email / electronically via the InvestorPortal: 25. Juni 2024; 18:00 Uhr (MESZ) (admission relevant)

formal specification according to EU-IR:20240625, 4:00 p.m.(UTC)

In addition, the proxy may prove that he:she has been granted a power of attorney by presenting the power of attorney at the entrance control on the day of the Annual General Meeting. The revocation may also be declared by the shareholder's personal appearance at the Annual General Meeting.

Shareholders appearing in person as well as their proxies, insofar as they have the right to sub-authorisation, may authorise third parties to exercise their voting rights during the Annual General Meeting until voting commences.

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Koenig & Bauer AG, Würzburg, Germany

99th Annual General Meeting

WKN 719 350

ISIN DE0007193500

We cordially invite the shareholders to the 99th Annual General Meeting of our company. The Annual General Meeting will take place on

Wednesday, June 26, 2024 at 11:00 a.m. (CEST)

at the Vogel Convention Center (VCC), Max-Planck-Straße 7/9 (East Entrance), 97082 Würzburg, Germany.

Please note that this version of the invitation to the Annual General Meeting of ­Koenig & Bauer­ AG prepared for the convenience of English-speaking readers is a translation of the German original. For purposes of interpretation, the German text shall be authoritative and final. The German original of the invitation to the Annual General Meeting is available on the Company's website at https://investors.Koenig-bauer.com/de/hauptversammlung/.

The English translation of the documents relating to the Annual General Meeting and referred to in this invitation may be accessed on the company's website at: https://investors.Koenig-bauer.com/en/annual-general-meeting/

Table of Contents

I.	Agenda	.............................................................................................................	p. 4
II.	Proposals for Resolution	p. 5
III. Reports, annexes and further information on the agenda item	p. 14
	Item 7	CVs of the candidates for election to the Supervisory Board...	p. 14
	Item 8	Remuneration Report	p. 17
	Item 9 Remuneration System for the members
			of the Management Board	p. 39
IV.	Notifications and information to shareholders	p. 51
	1.	Number of shares and voting rights	p. 51
	2.	Requirements for attending the Annual General Meeting
		and exercising voting rights	p. 51
	3	InvestorPortal	p. 51
	4	Transmission of the Annual General Meeting on the Internet	p. 52
	5.	Procedure for exercising voting rights and representation
		by third parties	p. 52
	6.	Shareholders' rights	p. 54
V.	Further information on the Annual General Meeting	p. 56

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I. Agenda

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as well as the combined management
   report for ­Koenig & Bauer­ AG and the Koenig­ & Bauer Group as of Decem- ber 31, 2023, the non-financial Group report and the report of the Super­ visory Board for the financial year 2023
2. Resolution on the appropriation of the net retained profit of
   Koenig­  & Bauer­ AG for the financial year 2023
3. Resolution on the discharge of the members of the Management Board of
   Koenig­  & Bauer­ AG for the financial year 2023
4. Resolution on the discharge of the members of the Supervisory Board of
   Koenig­  & Bauer­ AG for the financial year 2023
5. Election of the auditor and Group auditor for the 2024 financial year
6. Preliminary election of the auditor for the sustainability report for the 2024 financial year
7. Elections to the Supervisory Board
8. Resolution on the approval of the remuneration report for the 2023 finan- cial year
9. Resolution on the approval of the adjusted remuneration system for the members of the Management Board
10. Resolution on the authorization of the Management Board to acquire
    treasury­ shares and to sell treasury shares with the exclusion of sub­ scription rights
11. Resolution on the approval of the draft merger agreement dated March 13, 2024 and on the conclusion of the merger agreement between

Koenig­  & Bauer­ AG as the acquiring entity and Koenig­ & Bauer Immobilien GmbH as the transferring entity

1. Resolution on amendments to the Articles of Association of
   Koenig­  & Bauer­ AG in section VI - Annual General Meeting
   Adjustment of the record date (adjustment of article 14.4), virtual parti­ cipation of Supervisory Board members in the Annual General Meeting
   (addition­ of new article 14.12) and new version of the regulation on chairing the meeting (new version of article 15.1)
2. Resolution on further amendments to the Articles of Association of
   Koenig­  & Bauer­ AG in section IV - Management Board and in section V - Supervisory Board

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II. Proposals for resolutions

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as well as the combined management
   report for Koenig­  & Bauer­ AG and the Koenig­ & Bauer Group as of Decem- ber 31, 2023, the non-financial Group report and the report of the Super­ visory Board for the financial year 2023
   The aforementioned documents also contain the explanatory report on the disclosures pursuant to section 289a para. 1 HGB and section 315a para.1 HGB. The documents are available on the Company's website at https:// investors.Koenig-bauer.com/de/hauptversammlung/and can be accessed there. They will also be available there during the Annual General Meeting. They will also be sent to shareholders by post on request. The financial state- ments and reports will also be explained at the Annual General Meeting. The corporate governance statement with the corporate governance report and the remuneration report for the members of the Management Board and Supervisory Board for the 2023 financial year can also be found on the afore- mentioned website.
   At its meeting on March 20, 2024, the Supervisory Board approved the annual financial statements prepared by the Management Board, which are thus adopted. It also approved the consolidated financial statements at the same meeting. In accordance with the statutory provisions, no resolution by the Annual General Meeting is therefore required for this item on the agenda.
2. Resolution on the appropriation of the net retained profit of
   Koenig­  & Bauer­ AG for the financial year 2023
   The Management Board and Supervisory Board propose that the net retained profit of € 2,893,288.79 be transferred to the Company's revenue reserves.
3. Resolution on the discharge of the members of the Management Board of
   Koenig­  & Bauer­ AG for the financial year 2023
   The Supervisory Board and the Management Board propose that the actions of the members of the Management Board in office in the 2023 financial year be approved for this period.

1. Resolution on the discharge of the members of the Supervisory Board of
   Koenig­  & Bauer­ AG for the financial year 2023
   The Management Board and Supervisory Board propose that the actions of the members of the Supervisory Board in office in the 2023 financial year be approved for this period.
2. Election of the auditor and Group auditor for the 2024 financial year
   Based on the recommendation of its Audit Committee, the Supervisory Board proposes that the following resolution be adopted:
   "PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Nuremberg branch, is appointed as auditor and group auditor for the 2024 financial year."
   Both the recommendation of the Audit Committee and the proposal of the Supervisory Board are free from undue influence by third parties. Further­ more, no restrictions were imposed on the Audit Committee or the Superviso- ry Board with regard to the selection of a specific auditor or audit firm (article 16 para. 6 of the EU Audit Regulation).
   Before submitting the election proposal, the Supervisory Board obtained a declaration of independence from PricewaterhouseCoopers GmbH, Frankfurt am Main, Nuremberg branch.
3. Preliminary election of the auditor for the sustainability report for the 2024 financial year
   According to the Corporate Sustainability Reporting Directive ("CSRD"), which came into force on January 5, 2023, large capital market-oriented com- panies with more than 500 employees must already add a (group) sustaina- bility report to their (group) management report for financial years beginning after December 31, 2023, which must be audited externally by the auditor or - at the option of the respective Member State - by another (financial statement) auditor or by an independent provider of assurance services. This
   means that companies, such as Koenig­  & Bauer­ AG, which are already obliged to prepare non-financial reporting within the meaning of sections 289b para. 1 and 315 para. 1 HGB, must prepare a sustainability report for the Company

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and the Group for the first time for the 2024 financial year and have it exter-	shareholder representatives and six employee representatives, and at least
nally audited.		30% women and 30% men.
The EU member states must implement the CSRD into national law by July 6,	The minimum quota on the Supervisory Board of ­Koenig & Bauer­ AG must
2024. It can therefore be assumed that the German legislator will pass a law to	be fulfilled separately for both sides, both on the shareholder side and on
transpose the CSRD into German law ("CSRD Implementation Act") and that	the employee representative side, as the overall fulfilment was objected to.
the CSRD Implementation Act will enter into force by the end of the trans-	Therefore, at least two seats on the shareholder side and at least two seats
position period.		on the employee representative side must be held by women and at least two
			seats by men. The female representatives on the Supervisory Board are Mrs.
The Supervisory Board of the Company therefore proposes - based on the	Dagmar Rehm and Prof. Dr.-Ing. Gisela Lanza on the shareholder side and
recommendations of the Audit Committee - that PricewaterhouseCoopers	Mrs. Julia Cuntz, Mrs. Simone Walter and Mrs. Sabine Witte-Herdering on the
GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as	employee representative side. The other members of the Supervisory Board
the auditor of the sustainability report for the 2024 financial year with effect	are men. The minimum quota requirement is therefore currently fulfilled on
from the entry into force of the CSRD Implementation Act. The resolution will	both sides and would continue to be fulfilled with the re-election of Professor
only be implemented if, in accordance with the CSRD Implementation Act, a	Klinkner, Mrs. Rehm and Dr. Liechtenstein.
sustainability report to be prepared for the 2024 financial year is to be audited
externally by an auditor to be appointed by the Annual General Meeting.	At the proposal of the Nomination Committee, the Supervisory Board
			proposes that the following persons be elected to the Supervisory Board of
Both the recommendation of the Audit Committee and the proposal of the	­Koenig & Bauer­ AG as shareholder representatives:
Supervisory Board are free from undue influence by third parties. Further­
more, no restrictions were imposed on the Audit Committee or the Super-	7.1) Prof. Dr.- Ing. Raimund Klinkner, Gräfelfing, Germany
visory Board with regard to the selection of a specific auditor or audit firm	Independent business consultant and Managing Partner of INSTITUTE FOR
(Article 16 (6) of the EU Audit Regulation).	MANAGEMENT EXCELLENCE GMBH, Martinsried, Germany
7) Elections to the Supervisory Board	Membership of supervisory boards and comparable supervisory bodies of
			listed companies:
The terms of office of Prof. Dr.-Ing. Raimund Klinkner, Mrs. Dagmar Rehm and	• none
Dr. Johannes Liechtenstein as shareholder representatives on the Supervisory
Board will expire at the end of the Annual General Meeting on June 26, 2024.	Membership of supervisory boards and comparable supervisory bodies of
New elections or re-elections are therefore required at the Annual General	non-listed companies:
Meeting. Professor Klinkner, Mrs. Rehm and Dr. Liechtenstein have declared	• Member of the Supervisory Board of Elektrobau Mulfingen GmbH,
their willingness to stand for re-election for a further term of office.	Mulfingen, Germany
			• Membership of the Supervisory Board of REHAU Verwaltungszentrale AG
The Supervisory Board of Koenig­	& Bauer­ AG consists of twelve members in	/REHAU Automotive, Muri near Bern, Switzerland
accordance with sections 96 para. 1, para. 2 and 101 para. 1 AktG in con-
junction with section 7 para. 1 sentence 1 no. 1 MitbestG. Section 7 para. 1
sentence 1 no. 1 MitbestG and section V, 9.1 of the Articles of Association of
Koenig­	& Bauer­ AG, the Supervisory Board consists of twelve members, six

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7.2) Dipl.-Volksw. Dagmar Rehm, Langen, Germany Independent business consultant

Membership of supervisory boards and comparable supervisory bodies of listed companies:

• Member of the Supervisory Board of Grammer AG, Amberg, Germany

Membership of supervisory boards and comparable supervisory bodies of non-listed companies:

• Member of the Supervisory Board of Renewable Power Capital Ltd,
  London,­ United Kingdom
• Member of the Supervisory Board of Rail Capital Europe Investment SAS, Saint Quen, France
• Member of the Supervisory Board of Power2X, Amsterdam, Netherlands

7.3) Dr. Johannes Liechtenstein, Vienna, Austria

CFO, Constantia Industries AG, Vienna, Austria

Membership of supervisory boards and comparable supervisory bodies of listed companies:

• none

Membership of supervisory boards and comparable supervisory bodies of non-listed companies:

• FunderMax Holding AG*, Wiener Neudorf, Austria
• FunderMax GmbH*, St. Veit an der Glan, Austria
• Isovolta AG*, Wiener Neudorf, Austria
• JAF-GroupAG*, Stockerau, Austria
• Argentiera SRL, Donoratico, Italy

• Group mandates Constantia Industries AG

Professor Klinkner, Mrs. Rehm and Dr. Liechtenstein are each elected for the period until the end of the Annual General Meeting that resolves on their discharge for the 2027 financial year. This corresponds to a term of office of four years.

Professor Klinkner, Mrs. Rehm and Dr. Liechtenstein have given assurances that they will have sufficient time to perform their duties. It is intended that Professor Klinkner will be proposed as a candidate for election as Chairman

of the Supervisory Board if he is elected. As Chairman of the Nomination Committee, Professor Klinkner did not participate in the committee's recommendation for his re-election.

The Supervisory Board considers Professor Klinkner, Mrs. Rehm and Dr. Liechtenstein to be independent within the meaning of the recommendations in section C.13 of the German Corporate Governance Code ("GCGC") in the version dated April 28, 2022.

In the opinion of the Supervisory Board, there are no personal and business relationships between Professor Klinkner, Mrs. Rehm and Dr. Liechtenstein on the one hand and ­Koenig & Bauer­ AG or its Group companies, the corporate bodies

of Koenig­  & Bauer­ AG or a shareholder directly or indirectly holding more than 10% of the voting shares in ­Koenig & Bauer­ AG on the other hand that would be decisive for the election decision of a shareholder judging objectively.

Mrs. Rehm has been a member of the Supervisory Board of

­Koenig & Bauer­ AG for more than twelve years. According to the recommendation in section C.7 of the GCGC, membership of the Supervisory Board for more than twelve years should be an indication of a Supervisory Board member's lack of independence. In the opinion of the Supervisory Board, Mrs. Rehm does not have any conflict of loyalty or interest with

Koenig­  & Bauer­ AG, its Group companies or its corporate bodies that would negate Mrs. Rehm's independence, despite her many years of membership of the Supervisory Board. There are also no other special relationships between Mrs. Rehm and ­Koenig & Bauer­ AG or its Group companies.

The election proposals are based on the recommendations of the Nomination Committee of the Supervisory Board and take into account the diversity concept adopted by the Supervisory Board, including the objectives for its composition and the skills profile for the entire Board. Of the proposed can- didates, Mrs. Rehm has expertise in the field of auditing within the meaning of section 100 para. 5 AktG, and of the proposed ­candidates, Mrs. Dagmar Rehm and Dr. Liechtenstein have expertise in the field of accounting. The expertise also relates to the non-financial statement and sustainability reporting.

The CVs and competence profiles of Professor Klinkner, Mrs. Rehm and Dr. Liechtenstein, together with information pursuant to section 125 para. 1 sentence 5 AktG on their memberships in other statutory supervisory boards and

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on their memberships in comparable domestic and foreign supervisory bodies of commercial enterprises, are attached to this invitation under section III - Reports, annexes and further information on the items on the agenda. This information can also be accessed at https://investors.Koenig-bauer.com/de/hauptversammlung/.

1. Resolution on the approval of the remuneration report for the 2023 finan- cial year
   In accordance with section 162 AktG, the Management Board and Supervisory Board have prepared a report on the remuneration granted and owed to the members of the Management Board and Supervisory Board in the 2023 finan- cial year, which will be submitted to the Annual General Meeting for approval in accordance with section 120a para. 4 AktG.
   The remuneration report was audited by the auditor in accordance with section 162 para. 3 AktG to determine whether the legally required disclosures pursuant to section 162 para. 1 and para. 2 AktG were made. In addition to the statutory requirements, the auditor also examined the content of the report. The report on the audit of the remuneration report is attached to the remuneration report.
   The Management Board and Supervisory Board therefore propose that the following resolution be adopted: "The remuneration report prepared by the Ma- nagement Board and Supervisory Board for the 2023 financial year is approved­."
   The remuneration report is printed in section III - Reports, annexes and fur- ther information on the items on the agenda - of this invitation and will be avai- lable from the time the Annual General Meeting is convened on the Company's website https://investors.Koenig-bauer.com/de/hauptversammlung/.
2. Resolution on the approval of the adjusted remuneration system for the members of the Management Board
   Pursuant to section 120a para. 1 AktG, the Annual General Meeting of listed companies resolves to approve the remuneration system for the members of the Management Board submitted by the Supervisory Board in accordance with section 87a AktG every time there is a material change, but at least every four years. On May 11, 2021, the Company's Annual General Meeting appro- ved the remuneration system for the members of the Management Board

resolved by the Company's Supervisory Board on March 22, 2021 for the first time in accordance with section 120a para. 1 AktG.

The Supervisory Board reviewed the existing remuneration system for the members of the Management Board and developed it further, taking into account the requirements of section 87a para. 1 AktG. The feedback received from investors on the existing remuneration system and the remuneration report for the 2022 financial year as well as corresponding recommendations from proxy advisors were also taken into account in the further development of the remuneration system. The Supervisory Board approved the adjusted remuneration system at its meeting on March 20, 2024.

The Supervisory Board proposes that the following resolution be adopted:

"The adjusted remuneration system for the members of the Management Board adopted by the Supervisory Board on March 20, 2024 is approved."

The remuneration system for the members of the Management Board is described in section III - Reports, annexes and further information on the items on the agenda of this invitation. The description also contains an overview of the main changes. The remuneration system and the overview of the main changes are also available on the Company's website at https://investors.­ Koenig-bauer.com/de/hauptversammlung/.

1. Resolution on the authorization of the Management Board to acquire trea- sury shares and to sell treasury shares with the exclusion of subscription rights
   Unless otherwise expressly permitted by law, the Company requires special authorization from the Annual General Meeting to acquire and use treasury shares in accordance with section 71 para. 1 no. 8 AktG. Koenig­ & Bauer­ AG currently has no such authorization. The Company was last authorized to acquire treasury shares at the Annual General Meeting on 19 May 2016.
   The Management Board and Supervisory Board therefore propose that a resolution be adopted:
2. 1. The Management Board is authorized to acquire treasury shares in the Com- pany for any permissible purpose. The authorization is limited to the acquisition

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of treasury shares with a notional interest in the share capital of up to 10% of the share capital existing at the time of the resolution or - if this value is lower

• at the time the authorization is exercised. The shares acquired on the basis of this authorization, together with treasury shares already held by the Company or attributable to it in accordance with sections 71d and 71e AktG, may at no time account for more than 10% of the share capital. The authorization can be exercised in full or in partial amounts, once or several times. The authorization is valid until 25 June 2029 and may also be exercised by Group companies or third parties acting on behalf of the Company or a Group company.

1. At the discretion of the Management Board and with the prior approval of the Supervisory Board, the shares may be acquired via the stock ex- change, by means of a public purchase offer addressed to all shareholders of the Company or by means of a public invitation to submit offers to sell.

1. If the shares are acquired via the stock exchange, the consideration paid by the Company per share (excluding incidental acquisition costs) may not be more than 10% higher or 10% lower than the share price determined by the opening auction on the Frankfurt Stock Exchange on the trading day (Xetra trading or comparable successor system). The details of the purchase are determined by the Management Board.
2. If the acquisition is made on the basis of a public purchase offer addressed to all shareholders or on the basis of a public invitation to all shareholders to submit offers to sell, the following shall apply,

-  in the event of a public purchase offer to all shareholders, the purchase price offered per share (excluding incidental acquisition costs) or

-  in the event of a public invitation to all shareholders to submit offers for sale, the limits of the purchase price range set by the Company (excluding incidental acquisition costs)

must not exceed the average closing price of the Company's shares in the XETRA trading system (or a comparable successor system) on the Frankfurt Stock Exchange during the last five trading days prior to the day of the public announcement of the public purchase offer or the public invitation to submit offers to sell by more than 10% and not fall below it by more than 10%. The details of the structure of the offer or the public invitation to shareholders to submit offers to sell are determined by the Management Board.

If, following the publication of a public purchase offer addressed to all shareholders or a public invitation to all shareholders to submit offers to sell, there are significant deviations in the relevant share price, the purchase offer or the invitation to submit offers to sell may be adjusted. In this case, the average closing price of the Company's shares in the XETRA trading system (or a comparable successor system) on the Frankfurt Stock Exchange during the last five trading days prior to the public announcement of the adjustment will be used as a basis. The purchase offer or the invitation to submit such an offer may provide for further conditions.

The volume of the public purchase offer addressed to all shareholders or the public invitation to all shareholders to submit offers to sell may be limited. If, in the case of a public purchase offer or a public invitation to submit offers to sell, the volume of shares tendered exceeds the planned repurchase volu- me, the shares may be purchased in proportion to the shares subscribed or offered; the right of shareholders to tender their shares in proportion to their shareholding is excluded in this respect. Preferential acceptance of small numbers of up to 100 tendered shares per shareholder and commercial rounding to avoid fractions of shares may be provided for. Any further right of shareholders to tender shares is excluded in this respect.

The public purchase offer addressed to all shareholders or the public invitation to all shareholders to submit offers to sell may provide for further conditions.

1. The Management Board is authorized, with the approval of the Super- visory Board, to use the acquired treasury shares of the Company for all legally permissible purposes in addition to sale by offer to all shareholders or sale via the stock exchange, in particular

1. to offer third parties non-cash consideration, in particular in the context of mergers of companies, for the purpose of acquiring companies, parts of companies, interests in companies or other assets or claims to the acquisiti- on of other assets including receivables from the Company as consideration;
2. to sell them to third parties. The price at which the Company's shares are sold to third parties may not be significantly lower than the stock market price of the shares at the time of the sale. However, the authorization only applies subject to the provison that the shares sold with the exclusion of

9

subscription rights in accordance with section 186 para. 3 sentence 4 AktG may not exceed a total of 10% of the share capital, either at the time this authorization becomes effective or - if this value is lower - at the time this authorization is exercised. Shares issued or sold during the term of this authorization up to the time of exercise on the basis of further authorizations in direct or analogous application of section 186 para. 3 sentence 4 AktG are to be counted towards this limit of 10% of the share capital if and to the extent that these shares in total exceed a notional interest in the share capital of the Company of 10%. All shares issued and sold with the exclusion of subscription rights as described above may therefore not exceed a proportionate amount of 20% of the share capital either at the time the authorization is exercised or at the time the shares are issued or sold.

1. to fulfill option and/or conversion rights or obligations arising from bonds with warrants and/or convertible bonds issued by the Company or its Group companies;
2. to offer them to employees of the Company and its affiliated companies or members of the corporate bodies of a company affiliated with the Com- pany for purchase or to transfer them to them and/or to use them to fulfill commitments to purchase or obligations to purchase shares in the Com- pany that have been or will be granted to employees of the Company and its affiliated companies or members of the corporate bodies of a company affiliated with the Company. In particular, they may also be used to service purchase obligations or purchase rights to shares in the Company that are agreed with employees as part of employee participation programs;
3. to withdraw them, without the redemption or its implementation requiring a further resolution by the Annual General Meeting. The redemption leads to a capital reduction. The shares can also be retired in a simplified proce- dure without a capital reduction by adjusting the proportionate arithmetical amount of the remaining no-par value shares in the Company's share capi- tal. The redemption may be limited to a portion of the acquired shares.

1. The Supervisory Board is authorized to use shares of the Company, which are acquired on the basis of this authorization pursuant to section 71 para.
   1 no. 8 AktG or which were acquired on the basis of previous authorizati- ons pursuant to section 71 para. 1 no. 8 AktG or which the Company has acquired or will acquire in another manner permissible under section 71

para. 1 AktG as follows: They may be used to service purchase obligations or purchase rights to ­Koenig & Bauer shares that have been or will be agreed

with members of the Management Board of Koenig­  & Bauer­ AG as part of the regulations on Management Board remuneration. In particular, they can also be offered, promised and transferred to members of the Management Board of ­Koenig & Bauer­ AG. The details of the remuneration for the members of the Management Board are determined by the Supervisory Board.

1. The above authorizations to use treasury shares may be exercised once or several times, in whole or in part, individually or jointly.
2. The notional interest in the share capital attributable to treasury shares offered for purchase to employees of the Company or its affiliated compa- nies and members of the Company's Management Board as part of Manage- ment Board remuneration on the basis of the authorizations under c), iv) and

1. may not exceed a total of 10% of the share capital. The arithmetical share of the share capital of those treasury shares that are used for members of the Management Board as part of their remuneration may not exceed 5% of the share capital. In each case, the share capital of the Company at the time this authorization becomes effective or - if this value is lower - the share capital existing at the time the authorization is exercised is decisive.
   The aforementioned­capital limit of 10% of the share capital shall include the proportionate amount of the share capital attributable to new shares that are used during the term of this authorization until the respective use of treasury shares from other authorizations under exclusion of subscrip- tion rights for the purposes of share-based remuneration or employee share programs for employees of the Company or its affiliated companies and for members of the Company's Management Board. If the issue of shares to members of the Company's Management Board is permitted under other authorizations as part of Management Board remuneration, the pro rata amount of share capital attributable to new shares issued during the term of this authorization until the respective use of treasury shares from other aut- horizations with the exclusion of subscription rights to Management Board members as part of Management Board remuneration must also be offset against the above 5% limit.

1. The subscription right of shareholders to acquired treasury shares is exclu- ded insofar as these shares are used in accordance with the above authoriza- tions under c), iv) and d). In addition, the Management Board is authorized to

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