Shareholders and Annual General Meeting

Our shareholders exercise their rights at the Annual General Meeting. The Annual General Meeting is held during the first six months of the financial year. The chairperson of the Supervisor Board chairs the Annual General Meeting. The shareholders at the Annual General Meeting decide on all tasks assigned to them, as required by law.

Our goal is to make the shareholders' participation in the Annual General Meeting as easy as possible. All documentation required for participation is published in advance on the Internet. Designated proxies are available to shareholders at the Annual General Meeting, who can be named to carry out their voting instructions.

Supervisory Board

KUKA Aktiengesellschaft's Supervisory Board consists of twelve members as per the articles of association, of which six represent the shareholders and six the employees. The Supervisory Board chairperson is elected from the supervisory committee. Mr. Bernd Minning is currently the Chairman of the Supervisory Board. Mr. Jürgen Kerner is the Deputy Chairman of the Supervisory Board.

The employee representatives were elected to the Supervisory Board on April 15, 2008.

The term of office of the Supervisory Board members representing the employees, ends upon adjournment of the Annual General Meeting in 2013. The term of office of the members of the Supervisory Board representing the shareholders also ends upon adjournment of the Annual General Meeting in 2013. In particular, this also applies to representatives of the shareholders in the Supervisory Board that have been initially elected in the Annual General Meetings on April 29, 2009 or April 29, 2010 in order to replace such members who early resigned from office (Articles of incorporation section 10, clause 4, sentence 1).

The Supervisory Board appoints the members of the Executive Board. It supervises and advises the Executive Board regarding the corporation's management. Supervisory Board approval is required for key Executive Board decisions. The Supervisory Board meets at least four times per year and also meets without the entire Executive Board and with individual Executive Board members as necessary. The Supervisory Board formed six committees from among its members, which prepare and supplement its work. These are:

(i) the arbitration panel as per article 27 paragraph 3 of the MitbestG (German Act on Co. Co determination)
(ii) the Personnel Committee
(iii) the Audit Committee
(iv) the Nomination Committee
(v) the Strategy and Development Committee and
(vi) the Technology and Production Committee

The Supervisory Board adopts the financial statements and approves the Consolidated Financial Statements.

Board of Directors

The company's Executive Board independently manages the company. From January 1, 2011 the board consists of two members. The Executive Board reports to the Supervisory Board regularly, in a timely manner and comprehensively regarding all relevant issues related to business development, planning, financing and business performance. KUKA Aktiengesellschaft maintains a Directors & Officers liability insurance (D&O insurance) for all members of the Executive and Supervisory Boards. The deductible for members of the Executive Board amounts to 10 percent of damages or one-and-a-half times their fixed annual remuneration, as per statutory requirements. For Supervisory Board member, the D&O insurance does not contain any deductible.

Accounting and annual audit

Since 2004, the annual financial statements for KUKA Group have been prepared in accordance with the International Accounting Standards (IAS) and the International Financial Reporting Standards (IFRS), as adopted by the European Union. The audit of the annual financial statements and of the Group consolidated financial statements is performed by an independent auditor, elected by the Annual General Meeting. Per proposal of the Supervisory Board, the Annual General Meeting 2011 elected KPMG AG, auditors, Berlin, as auditor for the annual accounts and group auditor for fiscal 2011 as well as for a potential review of the midyear report of fiscal 2011. The midyear report for fiscal 2011 was reviewed by the auditor based on the aforementioned resolution.

The review of the independence of the auditor, the issuing of the audit assignment to him/her, the determination of audit focuses and the agreement on the fee were undertaken by the Audit Committee of the Supervisory Aboard in accordance with the provisions of the Corporate Governance Code.

It has been agreed with the independent auditor that the independent auditor will immediately report to the Supervisory Board any material findings or events that arise in the course of the audit of the annual financial statements. Finally, it is also agreed with the independent auditor that the independent auditor will inform the Supervisory Board and/or note in the audit report any finding of facts during the performance of the audit, indicating that the declarations issued by the Executive Board and the Supervisory Board with respect to the Code are in any way incorrect. As ordered, the auditor reviewed the interim report per June 30, 2011.

Transparency

KUKA Aktiengesellschaft assigns a high priority to providing consistent, comprehensive and timely information. KUKA Aktiengesellschaft uses the Annual Report, the financial results press conference, the quarterly reports and the midyear report to report on business performance and results.

The scheduled dates of key recurring events and publications, such as the Annual General Meeting, the Annual Report and the interim reports, are summarized in a financial calendar. The calendar is published well in advance and is always available on KUKA Aktiengesellschaft's Web site.

In addition, the company provides information by way of press releases and ad-hoc announcements as required by law. All announcements and press releases can be viewed at www.kuka-ag.de.

KUKA Aktiengesellschaft has prepared an insider's directory as per statutory requirements. The affected individuals were informed of their legal obligations and potential sanctions.

Declaration of compliance

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 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 fulfil their monitoring role.

2. Contrary to section 5.4.6, clauses 4 of the CGC, the members of the Supervisory Board only receive 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."