The identical declarations of the Executive Board dated March 2, 2010 and of the Supervisory Board dated March 5, 2010 in accordance with article 161 of the German stock Corporation Act (AktG) and the German Corporate Governance Codex read as follows:
"1. KUKA Aktiengesellschaft deviated from the recommendation in section 3.8, clause 4 of the old version of the CGC and from the reproduced legal stipulation in section 3.8, clause 4 of the CGC for the Executive Board members in office until the close of September 30, 2009, insofar as the D&O insurance for these members included only a small deductible. KUKA Aktiengesellschaft considered this deductible sufficient to ensure that Executive Board members would conscientiously carry out their duties in the interests of the company. The employment contracts of new members of the Executive Board, who took office on October 1, 2009 or later, took into consideration the legal requirements regarding deductibles stipulated by article 93, para. 2, clause 3 of the new version of the German Stock Corporation Act (AktG). However, these Executive Board members are still covered by the D&O group policy concluded prior to the amendment to article 93, para. 2, clause 3 of the AktG, which only includes a small deductible. As per the transitional regulation in article 23, para. 1, clause 1 of the Introductory Law for the German Stock Corp. Act (EGAktG), this group policy will be amended on July 1, 2010.
2. KUKA Aktiengesellschaft's policy for the Supervisory Board deviates from the recommendation outlined in section 3.8, clause 4 of the old version of the CGC and section 3.8, clause 5 of the new version of the CGC. The deductible outlined in the Directors' and Officers' group liability insurance (D&O insurance) for Supervisory Board members is canceled effective January 1, 2010. In KUKA Aktiengesellschaft's view, the deductible for Supervisor Board members is not required to ensure they properly fulfill their monitoring role.
3. Contrary to section 4.2.3, clause 3 of the new version of the CGC, Executive Board member Dr. Bickel will receive a fixed salary only, with no variable compensation component. The company considers it unnecessary to pay a variable component, since the initial term of Dr. Bickel's appointment to the Executive Board is one year. In KUKA Aktiengesellschaft's view, a variable compensation component for an assignment of such short duration will not produce any meaningful long-term incentive.
4. The Executive Board contracts for current Executive Board members do not contain any limitation clauses regarding premature termination of Executive Board duties without material cause (section 4.2.3, clause 11, new version). In view of the short duration of the Executive Board contracts, the company considered an agreement on a severance cap to be unnecessary. Mr. Schulak's Executive Board contract has a term of three years and the Executive Board contracts of the remaining Executive Board members are each valid for one year.
5. The compensation received by members of the Supervisory Board is entirely fixed (section 5.4.6, clause 4, CGC). After examining different variable compensation models and consulting extensively with both internal and external experts, the Supervisory Board is firmly convinced that, in consideration of its independence and all essential aspects, in particular the Supervisory Board's statutory duties, its members' terms of office and the ongoing legal uncertainty, fixed compensation is a reasonable compensation structure while respecting Corporate Governance.
Moreover, KUKA Aktiengesellschaft also adheres to nearly all proposals contained in the code."
Augsburg, March 8, 2010
The Executive Board