Krones : Notice of Annual General Meeting 17 May 2021

Notice of

Annual General Meeting

(Virtual AGM)

on 17 May 2021

Focus on strengths

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Notice of Annual General Meeting

(Virtual AGM)

krones Aktiengesellschaft Neutraubling

German securities identification code (WKN): 633500

ISIN: DE0006335003

Our shareholders are hereby cordially invited to attend the 41st Annual General Meeting, to be held on

Monday, 17 May 2021 at 2:00 PM CEST,

exclusively as a virtual annual general meeting ("Virtual AGM") without the physical presence of shareholders and their proxies (with the exception of Company-appointed proxies). The location of the Annual General Meeting within the meaning of the German Stock Corporation Act is the business premises of KRONES Aktiengesellschaft ("KRONES AG"), Böhmerwaldstrasse 5, 93073 Neutraubling, Germany. The Annual General Meeting will be trans­ mitted live online, with video and audio, for our registered shareholders and their proxies, via the Company's Online Service at www.krones.com/hauptversammlung2021.

Shareholders and their proxies can only exercise their voting rights by electronic postal vote or by issuing proxy authorisation to Company-appointed proxies. Please see Section IV below for more details.

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I. Agenda

1. Presentation of the ratified annual financial statements for the period ended 31 December 2020 and the approved consolidated financial statements for the period ended 31 December 2020 together with the management reports for KRONES AG and the KRONES Group for the financial year 2020, the Execu- tive Board's proposal for the appropriation of earnings available for distribu- tion, the report of the Supervisory Board on the financial year 2020, and the Executive Board's explanatory report on the disclosures pursuant to Sections 289a and 315a of the German Commercial Code (HGB).

The aforesaid documents are available on the Company's website at www.krones.com/ hauptversammlung2021 now and will also be available there throughout the Annual General Meeting. They will also be explained in more detail during the Annual General Meeting.

In accordance with the applicable provisions of the law, no resolution on agenda item 1 is proposed or possible because the Supervisory Board has already approved the annual and consolidated financial statements and the annual financial statements are thereby ratified under Section 172 of the German Stock Corporation Act (AktG). Shareholders will vote on the Executive Board's proposal for the appropriation of

earnings­ available for distribution under agenda item 2. For the remaining documents listed ­under agenda item 1, the law simply requires that shareholders be given an

opportunity­ to inspect the documents for their information and does not provide for a ­resolution by the annual general meeting.

2. Resolution on the appropriation of earnings available for distribution for the financial year 2020

The Executive Board and the Supervisory Board propose that the €132,649,435.06 in earnings available for distribution for the financial year 2020 be used as follows:

	€
Payment of the minimum dividend of €0.06
per ordinary share entitled to dividends	1,895,584.32
Amount brought forward to new account	130,753,850.74
Earnings available for distribution	132,649,435.06

Pursuant to Section 58 (4) of the German Stock Corporation Act (AktG), the entitlement to dividends falls due on 20 May 2021.

3. Resolution to ratify the acts of the members of the Executive Board in the financial year 2020

The Executive Board and the Supervisory Board propose that the acts of the members of the Executive Board in the financial year 2020 be ratified.

Notice of Annual General Meeting | agenda

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4. Resolution to ratify the acts of the members of the Supervisory Board in the financial year 2020

The Executive Board and the Supervisory Board propose that the acts of the members of the Supervisory Board in the financial year 2020 be ratified.

5. Resolution on the appointment of the independent auditor

for the annual financial statements and the consolidated financial statements for the financial year 2021

Based on the recommendation of the Audit Committee, the Supervisory Board proposes that Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, be appointed as the independent auditor for the annual financial statements and the consolidated ­financial statements for the financial year 2021.

The Audit Committee has declared that its recommendation has not been improperly influenced by third parties and that no clause restricting its choice has been imposed on it within the meaning of Article 16 (6) of the EU Audit Regulation (EU 537/2014 of the European Parliament and of the Council from 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC).

6. Resolution on a special election to the Supervisory Board

Supervisory Board member Norman Kronseder has resigned from the Supervisory Board effective at the close of the Annual General Meeting on 17 May 2021 and will thus leave the Supervisory Board. No substitute member has been elected pursuant to Article 8 (3) of the Company's articles of association. For this reason, a Supervisory Board member must be elected by the Annual General Meeting as his successor.

Pursuant to Sections 95, 96 (1), 101 (1) AktG and Sections 1 (1) and 7 (1) sentence 1

­number 2 of Germany's Codetermination Act of 1976 (MitbestG), and pursuant to Article 8 (1) sentence 1 of the Company's articles of association, the Supervisory Board of KRONES AG consists of sixteen members, of which eight are elected by the shareholders in accordance with the German Stock Corporation Act (AktG) and eight are elected by the employees in accordance with the Codetermination Act (MitbestG). The Annual General Meeting is not bound by the above nominations. Pursuant to Section 96 (2) sentence 1 AktG in conjunction with Section 1 (1) MitbestG, the Supervisory Board must be composed of at least 30% women and at least 30% men. Employee and shareholder representatives on the Supervisory Board of the Company have both decided to each meet the gender quota separately. Therefore, the shareholder and employee sides of the

Notice of Annual General Meeting | agenda