EUR 1000.00 For Business Accounts Only

Knorr-Bremse – AGM 30 June 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the
German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical
presence of shareholders or their authorised proxies is not possible. The voting rights
may therefore be exercised solely by postal vote or by granting authority to the proxies
designated by the Company.
Item 2: Management and Supervisory Board are proposing a dividend of EUR 1.80 per
share (increased by 2.86% from EUR 1.75). In view of the recent events relating to
COVID-19, ECGS is in favour of postponing decisions on the dividend, reductions or
suspensions that would allow companies to avoid liquidity risks or not generate risk for
their survival. In fact, the coronavirus pandemic has a major impact on the commercial
vehicle and rail vehicle industries as a whole and on Knorr-Bremse's business in
particular. On 27 March 2020, the Company suspended its guidance for financial year
2020 as the negative effects of the COVID-19 crisis had gained considerable
importance, rendering numerous assumptions since the publication of the guidance
obsolete. Based on the current assessment of the Management Board, it is therefore
no longer possible to make a reliable estimate of the further course of business in
financial year 2020. The Management Board expects a significant decrease of revenues
and EBITDA compared to financial year 2019. Therefore, in light of the current
uncertainties, ECGS considers that it is not in the long-term interest of the Company to
propose an increased dividend in this uncertain environment. Thus, although we would
not have had an unfavourable opinion on the proposed dividend distribution in a
different environment, as it is covered by earnings and free cash flow, we will not have
a negative opinion if the Company changes the amount distributed to shareholders. In
the meantime, we exceptionally recommend shareholders to abstain from voting.
Item 5: KPMG, Munich, is proposed as auditor for the current financial year. Ratio of
non-audit/audit fees was 41.52% during the year under review and 149.20% over a
three-year aggregate period which significantly exceeds our guidelines. We therefore
recommend opposing the proposal.
Item 6: We recommend to oppose the approval of the remuneration system for the
Management Board members due to concerns over insufficient disclosure which fails to
enable us to assess the remuneration structure under the new system.
Item 7: We recommend to oppose the approval of the remuneration of the Supervisory
Board members as we assess the absolute amount of remuneration under the
unchanged system as significantly exceeding market practice.
Item 8c: We recommend to oppose the election of Dr. Theodor Weimer to the
Supervisory Board due to concerns over aggregate time commitments.