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Knorr Bremse : Invitation and Agenda (AGM 2026 Invitation and Agenda 01)
Knorr Bremse : Invitation and Agenda (AGM 2026 Invitation and Agenda

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Invitation Knorr-Bremse Annual General Meeting 2026 E IN L A D U N G Z U R H A U P T V E R S A M M LU N G 2 0 2 0 1 Knorr-Bremse Aktiengesellschaft Munich ISIN DE000KBX1006 German Securities Identification Number (Wertpapierkennnummer, "WKN"): KBX100 Identifier of the event: GMETKBX120260430BSDE000KBX1006 Notice of the 2026 Annual General Meeting of Knorr-Bremse Aktiengesellschaft on April 30, 2026 Dear shareholders, We hereby invite you to the Annual General Meeting of Knorr-Bremse Aktiengesellschaft on Thursday, April 30, 2026, at 10:00 a.m. (CEST), which will be held as a virtual general meeting without the shareholders or their authorized representatives being physically present. The Annual General Meeting will be broadcast in its entire duration in a live video and audio stream on the internet. The shareholders will exercise their voting rights exclusively by way of absentee voting (also by means of electronic communication) or by granting power of attorney and issuing instructions to the company-nominated proxies. The venue of the Annual General Meeting within the meaning of the German Stock Corporation Act (Aktiengesetz, "AktG") is the registered office of the company, Moosacher Straße 80, 80809 Munich, Germany. All of the members of both the Executive Board and the Supervisory Board intend to attend the entire Annual General Meeting either in person or virtually. Agenda Presentation of the adopted annual financial statements, the approved consolidated financial statements and the combined management report on Knorr-Bremse Aktiengesellschaft and the Knorr-Bremse Group for the fiscal year 2025 as well as the report of the Supervisory Board for the fiscal year 2025 The aforesaid documents include the explanatory report in respect of the information to be disclosed pursuant to Sec. 289a and Sec. 315a of the German Commercial Code (Handelsgesetzbuch) and the non-financial Group statement for the fiscal year 2025. The aforesaid documents are available on our website at ir.knorr-bremse.com/annual-general-meeting and will also be available there during the Annual General Meeting. They will be expounded on in detail at the Annual General Meeting. The Corporate Governance Statement for the fiscal year 2025 can also be found on the aforesaid website. The Supervisory Board has approved the annual financial statements prepared by the Executive Board and the consolidated financial statements. The annual financial statements have, thus, been adopted pursuant to Sec. 172 sentence 1 AktG. The Annual General Meeting is consequently not required to adopt a resolution on this agenda item 1. Appropriation of the net income The Supervisory Board and the Executive Board propose that an amount of EUR 306,280,000.00 from the net income of Knorr-Bremse Aktiengesellschaft in the total amount of EUR 889,000,957.45 from the expired fiscal year 2025 be used to pay a dividend of EUR 1.90 per dividend-bearing no-par value share, an amount of EUR 250,000,000.00 be allocated to other retained earnings and the remaining balance be carried forward to new account. This results in the following appropriation of the net income: Net income: EUR 889,000,957.45 Distribution to the shareholders: EUR 306,280,000.00 Allocation to other retained earnings: EUR 250,000,000.00 Balance to be carried forward: EUR 332.720.957,45 Pursuant to Sec. 58 (4) sentence 2 AktG, the dividend entitlement falls due for payment on the third business day following the date of the resolution of the General Meeting, i.e., the entitlement falls due on May 6, 2026. Approval of the acts of the members of the Executive Board The Supervisory Board and the Executive Board propose that the acts of the members of the Executive Board who held office in the fiscal year 2025 be approved for that fiscal year. Approval of the acts of the members of the Supervisory Board The Supervisory Board and the Executive Board propose that the acts of the members of the Supervisory Board who held office in the fiscal year 2025 be approved for that fiscal year. Resolution on the appointment of the auditor of the annual financial statements and the consolidated financial statements as well as the auditor for the review of the half-yearly financial report for the fiscal year 2026 and the auditor for the audit of the sustainability report Based on the recommendation of the Audit Committee, the Supervisory Board proposes that the following be approved and adopted: The audit firm KPMG AG Wirtschaftsprüfungsgesellschaft, Munich, is appointed to serve as auditor for the annual financial statements and the consolidated financial statements for the fiscal year 2026 and for the review of the half-yearly financial report for the first half-year of the fiscal year 2026. Both the recommendation of the Audit Committee to the Supervisory Board and the proposal of the Supervisory Board are free from improper influence by a third party. Furthermore, there were no rules imposing restrictions on the selection of a particular auditor or a particular audit firm to conduct the audit. KPMG AG Wirtschaftsprüfungsgesellschaft, Munich, is appointed to serve as auditor of the sustainability report for the fiscal year 2026. The appointment of the auditor of the sustainability report by the Annual General Meeting is a precautionary measure in light of the draft of an act dated September 3, 2025, transposing Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting, which provides that such auditors are to be appointed by general meetings. Both the recommendation of the Audit Committee to the Supervisory Board and the proposal of the Supervisory Board are free from improper influence by a third party. Furthermore, there were no rules imposing restrictions on the selection of a particular auditor or a particular audit firm. Resolution on the approval of the compensation report for the fiscal year 2025 In accordance with Sec. 120a (4) AktG, the Supervisory Board and the Executive Board submit to the Annual General Meeting the compensation report of Knorr-Bremse Aktiengesellschaft for the fiscal year 2025, including the auditor's report pursuant to Sec. 162 (3) sentence 3 AktG, which was prepared in accordance with Sec. 162 AktG and audited by KPMG AG Wirtschaftsprüfungsgesellschaft, Munich, in accordance with Sec. 162 (3) AktG. The compensation report was reviewed in accordance with Sec. 162 (3) sentence 2 AktG by the auditor as to whether the information to be disclosed pursuant to Sec. 162 (1) and (2) AktG has been included. In addition to what is legally required, the auditor also performed an audit as to the content. The compensation report is available on our website at ir.knorr-bremse.com/annual-general-meeting as from the date on which notice is given of the Annual General Meeting. Furthermore, the compensation report will also be available there during the Annual General Meeting. The Supervisory Board and the Executive Board propose to resolve as follows: The compensation report of Knorr-Bremse Aktiengesellschaft for the fiscal year 2025 is approved. Elections to the Supervisory Board Pursuant to Secs. 95, 96 (1), 101 (1) AktG in conjunction with Secs. 1 (1), 5 (1), 7 (1) sentence 1 no. 1 of the German Co-Determination Act (Mitbestimmungsgesetz, "MitbestG") and Art. 10 (1) of the company's Articles of Association, the Supervisory Board is composed of twelve members, with six of these members being elected by the General Meeting (shareholder representatives) and six members being elected in accordance with the MitbestG (employee representatives). At the close of the 2026 Annual General Meeting, the term of office of all of the Supervisory Board members elected by the shareholders, i.e., Dr. Reinhard Ploss, Stephan Sturm, Kathrin Dahnke, Dr. Sigrid Evelyn Nikutta, Dr. Stefan Sommer and Julia Thiele-Schürhoff, ends. New elections are therefore necessary to fill all six shareholder representative positions on the Supervisory Board. Pursuant to Sec. 96 (2) sentence 1 AktG in conjunction with Secs. 1 (1), 5 (1) MitbestG, the Supervisory Board is composed of at least 30% women and 30% men. As both the shareholder representatives and the employee representatives have objected to joint fulfilment of the minimum quota on the basis of a resolution passed by majority vote and submitted to the Chairman of the Supervisory Board, the minimum quota for this election must be fulfilled separately by the shareholder representatives and the employee representatives. In order to comply with the minimum quota requirement pursuant to Sec. 96 (2) sentence 1 AktG, the shareholder side and the employee side must, thus, each include at least two women and at least two men. The following resolution proposal provides for the election of two women and four men. If the nominated candidates are elected, the shareholder side will therefore consist of two women and four men. Thus, the resolution proposal fulfils the minimum quota of Sec. 96 (2) AktG. Based on a recommendation of its Nomination Committee, the Supervisory Board proposes to elect Dr. Reinhard Ploss, Unterhaching, CEO of Infineon Technologies AG, retired; Stephan Sturm, Hofheim am Taunus, chairman of the executive board of the foundation Heinz Hermann Thiele Familienstiftung ("Familienstiftung"); Kathrin Dahnke, Bielefeld, self-employed consultant; Dr. Christian Schlögel, Schwetzingen, Chief Digital Officer and member of the executive board of Körber AG, retired; Dr. Stefan Sommer, Meersburg, self-employed consultant; and Julia Thiele-Schürhoff, Munich, member of the executive board of Familienstiftung as shareholder representative on the Supervisory Board with effect from the close of the company's Annual General Meeting on April 30, 2026. The Supervisory Board members are to be elected in separate, individual elections. Pursuant to Art. 10 (2) sentence 1 of the company's Articles of Association, the candidates are each appointed for a term of office lasting until the close of the General Meeting that resolves to approve the Supervisory Board members' actions for the third fiscal year following the commencement of their term of office. The fiscal year in which their term of office commences is not counted pursuant to Art. 10 (2) sentence 2 of the company's Articles of Association. Thus, provided that there are no changes to the fiscal year, the term of office will end at the close of the Annual General Meeting in 2030. The Supervisory Board supports the proposal that Dr. Ploss be elected chairman of the Supervisory Board in the event of his re-election. Dr. Ploss has been a member of the Supervisory Board of Knorr-Bremse AG since 2022 and holds the office of chairman of the Supervisory Board at the time notice is given of the Annual General Meeting. The election proposal is based on the recommendation of the Nomination Committee of the Supervisory Board and takes into account the objectives adopted by the Supervisory Board for its composition and the skills profile adopted by the Supervisory Board for the entire body. The objectives adopted by the Supervisory Board for its composition, its skills profile and concept on diversity have been published, including a description of the status of the implementation, in the Declaration on Corporate Governance, which is one of the documents referred to in agenda item 1. These documents are available on our website at ir.knorr-bremse.com/annual-general-meeting and will also be available there during the Annual General Meeting. The election proposal takes the recommendations C.1 through C.12 of the German Corporate Governance Code (GCGC) as well as the statutory and regulatory requirements relating, inter alia, to the required expertise, reliability, avoidance of conflicts of interest and the maximum number of positions on executive and supervisory boards into account. In the opinion of the Supervisory Board, there is no personal or business relationship between the nominated candidates and the company, its Group companies or executive bodies that objectively judging shareholders would consider material to making their election decision. However, as members of the executive board of Familienstiftung, Stephan Sturm and Julia Thiele-Schürhoff have a business relationship with a shareholder that holds a material interest in the company. Furthermore, the Supervisory Board has assured itself that the nominated individuals will be able to devote the time expected to be necessary for exercising the mandate. The curricula vitae as well as further information on the nominated individuals can be found in the annexes to this agenda under Annex with respect to agenda item 7 - Further information on the candidates nominated for election to the Supervisory Board. Confirmation of the remuneration system for the Supervisory Board members Pursuant to Sec. 113 (3) AktG, at companies listed on the stock exchange, a resolution on the remuneration of the members of the supervisory board must be adopted at least every four years. The Supervisory Board members' remuneration is provided for in Art. 18 of the company's Articles of Association. It was last confirmed by resolution of the Annual General Meeting of May 24, 2022, together with the resolution on the remuneration system for the Supervisory Board members, with a majority of 97% of the votes validly cast. The Executive Board and the Supervisory Board deem the remuneration system in effect to be adequate, which is why it is being submitted to the General Meeting for confirmation unchanged. The Supervisory Board members' remuneration consists of a fixed annual base remuneration plus an attendance fee. The larger time commitment of the chairperson, their deputies and the chairpersons and members of the Executive Committee, Audit Committee and Strategy Committee is taken into account through corresponding additional remuneration. The remuneration system complies with the recommendations and suggestions of the GCGC on the remuneration of supervisory board members. The company's Articles of Association and the remuneration system on which the Supervisory Board members' remuneration is based and that includes the information pursuant to Secs. 113 (3) sentence 3, 87a (1) sentence 2 AktG are available on the company's website at ir.knorr-bremse.com/annual-general-meeting and will also be available there during the Annual General Meeting. The Supervisory Board and the Executive Board propose to resolve as follows: The remuneration of the members of the Supervisory Board set down in Art. 18 of the Articles of Association and the remuneration system on which it is based are confirmed. Annexes to the Agenda Annex with respect to agenda item 7 - Further information on the candidates nominated for election to the Supervisory Board Dr. Reinhard Ploss Chairman of the Supervisory Board of Knorr-Bremse AG CEO of Infineon Technologies AG, retired Personal details: Date of birth: December 8, 1955 Nationality: German Professional career and main activities in addition to the Supervisory Board mandate: 2007-2022 Member of the management board of Infineon Technologies AG (CEO from 2012 on; previous areas of responsibility: manufacturing; research and development) 2005-2007 Infineon Technologies, head of development and manufacturing as well as operational management in the automotive, industrial and multimarket segment 2000-2005 Infineon Technologies, president of the automotive and industrial business group 1999-2000 Infineon Technologies, head of the industrial power business unit and president of eupec GmbH & Co. KG, a subsidiary of Infineon 1986-1999 Siemens semiconductor business unit, different positions; last position held: head of the power semiconductor business unit with focus on development and manufacturing Education: Studied process engineering in Munich; earned a doctorate (Dr. Ing.) in Munich Special knowledge, skills and experience for the Supervisory Board activities at Knorr-Bremse AG: Due to his many years of experience in the areas of development and manufacturing, including in the automotive industry and most recently as CEO of a globally active group and as the Chairman of the Supervisory Board of Knorr-Bremse AG since 2022, Dr. Ploss has both special professional knowledge and extensive expertise with regard to strategy, management, corporate governance and corporate compliance as well as management leadership. Memberships on other German supervisory boards required to be established pursuant to statutory law: Member of the supervisory board of Deutsche Telekom AG Memberships in comparable German or foreign supervisory bodies of commercial enterprises: None Additional board memberships: Ordinary member on the TUM board of trustees (Hochschulrat) Member of the board of trustees (Kuratoriumsmitglied) of the foundation Stiftung für Demoskopie Allensbach Member of the quantum computing scientific-technical advisory council (Fachlicher Beirat Quantencomputing) of the German Aerospace Center (Deutsches Zentrum für Luft- und Raumfahrt e. V.) Chairman of the executive committee of the Qutac (Quantum Technology & Application Consortium) Honorary member of the board of trustees (Kuratorium) of the Stifterverband für die Deutsche Wissenschaft In the opinion of the Supervisory Board, Dr. Ploss is independent of the Executive Board, the company and the controlling shareholder. Dr. Ploss has stated in advance that he is willing to serve once again as a member and as the chairman of the Supervisory Board. Stephan Sturm Deputy Chairman of the Supervisory Board of Knorr-Bremse AG Chairman of the executive board of Familienstiftung Personal details: Date of birth: June 30, 1963 Nationality: German Professional career and main activities in addition to the Supervisory Board mandate: Since 2023: Chairman of the executive board of Familienstiftung 2016-2022: Chairman of the management board of Fresenius Management SE 2005-2016: Chief Financial Officer of Fresenius Management SE 1991-2004: Various management positions at BHF-Bank, Union Bank of Switzerland and Credit Suisse First Boston (CSFB) in Frankfurt and London 1989-1991: Management consultant at McKinsey & Co. in Düsseldorf and Frankfurt Education: University education: Economics and business administration studies at the University of Mannheim University degree: Business Administration graduate (Dipl.-Kaufmann) Special knowledge and experience for the Supervisory Board activities at Knorr-Bremse AG: From his professional work to date, Mr. Sturm has extensive knowledge and experience in the management and governance of global corporations, as well as in corporate strategy and financing. He is the chairman of the executive board of Familienstiftung, which indirectly controls approx. 58.99% of the shares in Knorr-Bremse AG. Memberships on other German supervisory boards required to be established pursuant to statutory law: Chairman of the supervisory board of Hugo Boss AG Member of the supervisory board of CRX Markets AG (not publicly listed; deputy chairman) Memberships on comparable German or foreign supervisory bodies of commercial enterprises: None In the opinion of the Supervisory Board, Mr. Sturm is independent of the Executive Board and the company. Mr. Sturm is the chairman of the executive board of Familienstiftung, which indirectly holds an interest in KB Holding GmbH, the shareholder directly controlling the company. Mr. Sturm has stated in advance that he is willing to serve once again as a member of the Supervisory Board. Kathrin Dahnke Self-employed consultant Personal details: Date of birth: October 13, 1960 Nationality: German Professional career and main activities in addition to the Supervisory Board mandate: Since 2022: Self-employed management consultant 2021-2022: Member of the management board of Ottobock SE & Co. KGaA (CFO) 2020-2021: Member of the managing board of OSRAM Licht AG (CFO) Since 2016: Member of the supervisory board of B. Braun Melsungen AG 2014-2019: Member of the executive board of Wilh. Werhahn KG, Neuss, as well as member of various supervisory and executive boards of companies that are wholly owned either directly or indirectly by Wilh. Werhahn KG 2013-2020: Member of the supervisory board of Fraport AG, Frankfurt am Main 2010-2014: CFO of DMG Mori Seiki AG (formerly Gildemeister AG), Bielefeld Education: Studied business administration in Göttingen Special knowledge, skills and experience for the Supervisory Board activities at Knorr-Bremse AG: Ms. Dahnke has proven expertise and experience in the finances of technology and engineering companies and, due to her professional career, she has particular competence in the areas of reporting, accounting and financing as well as in capital market matters. Since 2018 she has been the chairwoman of the Audit Committee of Knorr-Bremse AG's Supervisory Board. Memberships on other German supervisory boards required to be established pursuant to statutory law: Member of the supervisory board and chairwoman of the audit committee of B. Braum SE Member and interim chairwoman of the supervisory board and chairwoman of the audit committee of Jungheinrich AG Member of the supervisory board of Aurubis AG Member of the supervisory board of Fraport AG Memberships in comparable German or foreign supervisory bodies of commercial enterprises: None In the opinion of the Supervisory Board, Ms. Dahnke is independent of the Executive Board, the company and the controlling shareholder, and she has stated in advance that she is willing to serve once again as a member of the Supervisory Board. Dr. Christian Schlögel Self-employed consultant Personal details: Date of birth: March 29, 1964 Nationality: German Professional career and main activities in addition to the Supervisory Board mandate: Since 2025: Self-employed consultant 2018-2025: Member of the executive board and Chief Digital Officer (CDO) of Körber AG 2014-2018: Group Chief Technology & Digital Officer (CTO/CDO), KUKA AG Education: Studied computer science and business administration in Karlsruhe Earned a doctorate in informatics in Passau Special knowledge, skills and experience for the Supervisory Board activities at Knorr-Bremse AG: Dr. Schlögel stands out through his proven expertise in implementing software, digitalization, digital transformations and artificial intelligence. He has over 30 years of leadership experience in global technology, software and industrial companies. Memberships on other German supervisory boards required to be established pursuant to statutory law: Member of the supervisory board of Karl Mayer Holding SE & Co. KG Memberships in comparable German or foreign supervisory bodies of commercial enterprises: Nominated for election as a member of the Board of Directors of Skan AG, Switzerland, by the Annual General Meeting on 7 May 2026 In the opinion of the Supervisory Board, Dr. Schlögel is independent of the Executive Board, the company and the controlling shareholder, and he has stated in advance that he is willing to serve as a member of the Supervisory Board. Dr. Stefan Sommer Self-employed consultant Personal details: Date of birth: January 7, 1963 Nationality: German Professional career and main activities in addition to the Supervisory Board mandate: 2018-2020: Member of the board of management of Volkswagen AG, Wolfsburg 2008-2018: ZF Friedrichshafen AG, Friedrichshafen, Chief Executive Officer from 2012 on 1997-2008: Continental Automotive Systems, Hanover, several positions, most recently Senior Vice President EBS Customer Center 1994-1997: ITT Automotive Group Europe GmbH, Frankfurt am Main Education: Studied engineering in Bochum; earned a doctorate (Dr. Ing.) Special knowledge, skills and experience for the Supervisory Board activities at Knorr-Bremse AG: Due to his many years of experience in leadership positions at global industrial corporations, Dr. Sommer has extensive expertise in the automotive and e-mobility sector. Memberships on other German supervisory boards required to be established pursuant to statutory law: Chairman of the supervisory board of Jost Werke AG Memberships in comparable German or foreign supervisory bodies of commercial enterprises: Member of the presidential council of DEKRA e.V. Member of the Board of Directors of Aeva Inc., California, USA In the opinion of the Supervisory Board, Dr. Sommer is independent of the Executive Board, the company and the controlling shareholder, and he has stated in advance that he is willing to serve once again as a member of the Supervisory Board. Julia Thiele-Schürhoff Member of the executive board of Familienstiftung Personal details: Date of birth: April 17, 1971 Nationality: German Professional career and main activities in addition to the Supervisory Board mandate: Since 2026: Chairwoman of the advisory board of Knorr-Bremse Global Care e.V. Since 2023: Member of the executive board of Familienstiftung Since 2008: Member of the Corporate Responsibility Council of Knorr-Bremse AG 2005-2025: Founder, CEO and chairwoman of the executive board of Knorr-Bremse Global Care e.V. 2008-2014: Head of Corporate Social Responsibility of Knorr-Bremse AG 2002-2008: Legal counsel of Knorr-Bremse AG Education: Studied law in Munich, university degree: Second State Examination in Law Special knowledge, skills and experience for the Supervisory Board activities at Knorr-Bremse AG: Due to, inter alia, her previous work for Knorr-Bremse AG, Ms. Thiele-Schürhoff has proven knowledge about the enterprise and the corporate strategy tied to it; she also has particular competence in the area of corporate social responsibility. Memberships on other German supervisory boards required to be established pursuant to statutory law: None Memberships in comparable German or foreign supervisory bodies of commercial enterprises: None Additional board memberships: Chairwoman of the advisory board of Knorr-Bremse Global Care e.V. In the opinion of the Supervisory Board, Ms. Thiele-Schürhoff is independent of the Executive Board and the company. Ms. Thie-le-Schürhoff is a member of the executive board of Familienstiftung, which indirectly holds an interest in KB Holding GmbH, the shareholder directly controlling the company. Ms. Thiele-Schürhoff has stated in advance that she is willing to serve once again as a member of the Supervisory Board. Further Information Total number of shares and voting rights At the time of the notice of the Annual General Meeting, the share capital of the company totaling EUR 161,200,000.00 is divided into 161,200,000 no-par value bearer shares; each of the shares carries one vote. The total number of voting rights consequently amounts to 161,200,000. At the time of the notice of the Annual General Meeting, the company does not hold any treasury shares. Prerequisites for participation in the virtual Annual General Meeting and for exercising the voting rights The Executive Board of Knorr-Bremse Aktiengesellschaft has decided to hold the Annual General Meeting as a virtual annual general meeting pursuant to Sec. 118a AktG without the shareholders or their authorized representatives being physically present at the venue of the Annual General Meeting. Neither the shareholders nor their authorized representatives (with the exception of company-nominated proxies) can physically attend. Properly registered shareholders and their authorized representatives therefore may participate in the Meeting and exercise their voting rights, as well as further meeting-related shareholders' rights, only by attending the virtual Annual General Meeting on April 30, 2026, from 10:00 a.m. (CEST) by means of electronic communication via the online service. How to access the online service and attend the Meeting is described below. Shareholders or their authorized representatives may exercise their voting rights exclusively by absentee voting (also by means of electronic communication) or by granting powers of attorney and issuing instructions to the company-nominated proxies as set out in more detail below. Live broadcast of the Annual General Meeting The entire Annual General Meeting will be broadcast in a public live audio and video stream on the internet (ir.knorr-bremse.com/ annual-general-meeting) and additionally for properly registered shareholders and their authorized representatives via the online service on April 30, 2026, at 10:00 a.m. (CEST). How shareholders and their authorized representatives can access the online service is described below under "Access to the online service and attending the Meeting by electronic means". In addition, a recording of the speeches of the Chairman of the Supervisory Board and of the Executive Board will be available on the internet at ir.knorr-bremse.com/annual-general-meeting after the Annual General Meeting. Access to the online service and attending the Meeting by electronic means The company has set up an online service for the Annual General Meeting. Properly registered shareholders can attend the Annual General Meeting by electronic means via the online service and in this way participate in the Meeting and exercise meeting-related shareholders' rights as well as tune in to the entire Annual General Meeting in a live audio and video stream by means of electronic communication. The password-protected online service may be accessed as from April 9, 2026, via the company's website at ir.knorr-bremse.com/annual-general-meeting. Following receipt of their registration and proof of their shareholding in accordance with the requirements set out below, the shareholders entitled to participate and their authorized representatives will be sent registration confirmations for the Annual General Meeting that will also include the login details for the online service. Right to participate by registering and providing proof of shareholding Pursuant to Art. 21 of the company's Articles of Association, shareholders are entitled to attend the Annual General Meeting by electronic means via the online service and to exercise their meeting-related shareholders' rights, in particular their voting rights, if they have registered for the Annual General Meeting with the company prior to the Meeting and if they have submitted proof of their entitlement to attend. Such entitlement is proven in the form of proof of a shareholding issued by the last intermediary, which is usually the custodian institution. The proof of shareholding must refer to April 8, 2026, 24:00 hrs. (CEST) (record date). The registration for the Annual General Meeting and the proof of shareholding must be received by Knorr-Bremse Aktiengesellschaft by no later than April 23, 2026, 24:00 hrs. (CEST) via any of the following channels: Knorr-Bremse Aktiengesellschaft - AGM 2026 c/o ADEUS Aktienregister-Service-GmbH Postfach 57 03 64 22772 Hamburg, Germany - or - via email: [email protected] Pursuant to Sec. 67c AktG, the registration may be submitted via intermediaries using any of the addresses indicated above or using the SWIFT address indicated below under "Submitting information via intermediaries using SWIFT". Shareholders wishing to use this option are kindly asked to contact their respective last intermediaries, for example, their custodian bank. The registration and the proof of shareholding require text form and must be in German or English. Proof of shareholding provided by the last intermediary pursuant to the requirements stipulated in Sec. 67c (3) AktG is sufficient. Usually, the custodian institutions take care of the required registration and the transmission of the proof of shareholding for their customers. Shareholders wishing to participate in the Annual General Meeting are requested to have their custodian institution submit the required registration and proof of their shareholding in good time. In the relationship between shareholder and company, a shareholder will be deemed a shareholder entitled to participate in the Annual General Meeting and to exercise shareholders' rights, in particular voting rights, only if the shareholder has submitted the specific proof of their shareholding by the deadline. The entitlement to participate and the scope of the voting right are determined exclusively based on the proven shareholding as of the record date. Registering for the Annual General Meeting does not cause shares to be blocked. Shareholders may therefore continue to dispose of their shares without restriction also after having registered for the Annual General Meeting. Even in the event of a full or partial sale of a shareholding after the record date, solely the shares held by the shareholder as of the record date are relevant for the participation in the Annual General Meeting and the scope of the voting right; i.e., any sale of shares after the record date will not affect the shareholder's entitlement to participate in the Annual General Meeting and the scope of their voting right. This also applies mutatis mutandis if shares or additional shares are purchased after the record date. Persons who do not yet hold any shares as of the record date and become shareholders only after the record date are not entitled to participate in the Annual General Meeting and to exercise voting rights. However, they are entitled to be granted power of attorney on the basis of the provisions below. The record date does not constitute a relevant date with respect to the dividend entitlement. Procedure for absentee voting (also by means of electronic communication) Shareholders may exercise their voting rights by absentee voting by mail or via the online service. This requires proper registration and proper proof of a shareholding in accordance with the provisions set out under "Right to participate by registering and providing proof of shareholding" above. The form sent to shareholders together with their registration confirmation, which is also accessible in printable format on the website ir.knorr-bremse.com/annual-general-meeting, can be used for purposes of absentee voting by mail. Absentee votes must be received by the company as follows. This also applies to modifying and revoking absentee votes cast: By no later than April 29, 2026, 24:00 hrs. (CEST) by mail exclusively to the address indicated above under "Right to participate by registering and providing proof of shareholding". By e-mail to [email protected] or via the online service in each case up to the time determined by the chairperson at the Annual General Meeting on April 30, 2026 . The online service is accessible as described above under "Access to the online service and attending the Meeting by electronic means". Authorized representatives, including intermediaries and other persons or institutions treated as equivalent thereto in accordance with Sec. 135 AktG, may also use absentee voting. Procedure for voting using the company-nominated proxies Knorr-Bremse Aktiengesellschaft also offers its shareholders the option of having company-nominated proxies represent them at the Annual General Meeting subject to and in accordance with the instructions issued by them. Timely registration and providing proof of a shareholding in accordance with the provisions under "Right to participate by registering and providing proof of share-holding" is also required in this case. The company-nominated proxies may exercise the voting right only in respect of those agenda items for which they have been issued instructions relating to the exercise of the voting right. They are under an obligation to vote according to instructions. The company-nominated proxies will not accept any orders or instructions to take the floor, pose questions, file motions or election proposals or lodge objections against resolutions passed by the Annual General Meeting. The granting, modification or revocation of powers of attorney and instructions to the company-nominated proxies must be received by the company as follows: By no later than April 29, 2026, 24:00 hrs. (CEST) by mail, using the power of attorney and instruction form sent together with the registration confirmation and accessible on the website ir.knorr-bremse.com/annual-general-meeting, exclusively to the address indicated above under "Right to participate by registering and providing proof of shareholding". By email to [email protected] or via the online service, in each case up to the time determined by the chairperson at the Annual General Meeting on April 30, 2026. The online service is accessible as described above under "Access to the online service and attending the Meeting by electronic means". Pursuant to Sec. 67c AktG, powers of attorney and instructions to the proxies may be submitted via intermediaries using any of the addresses indicated above or using the SWIFT address indicated below under "Submitting information via intermediaries using SWIFT". Shareholders wishing to use this option are kindly asked to contact their respective last intermediaries, for example, their custodian bank. Authorizing a third-party representative and procedure for voting by the authorized third-party representative Shareholders may have themselves represented, and have their voting rights exercised, at the virtual Annual General Meeting by an authorized representative - for example a willing intermediary (e.g., the custodian institution), a shareholders' association, a proxy voting advisory firm or any other person who professionally offers the service of exercising voting rights on behalf of shareholders at general meetings or any other person of their choice. Timely registration and providing proof of a shareholding in accordance with the provisions under "Right to participate by registering and providing proof of shareholding" is also required where a representative is authorized. If a shareholder authorizes more than one person, subject to the requirements laid down in Sec. 134 (3) sentence 2 AktG in conjunction with Art. 10(2) of the Shareholder Rights Directive (Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies), the company may reject one or more of them. The granting of a power of attorney that is not granted to an intermediary or a representative treated as equivalent to intermediaries pursuant to Sec. 135 (8) AktG, its revocation and the provision of proof of the authorization to the company may be done electronically via the online service mentioned above under "Access to the online service and attending the Meeting by electronic means" up to the time specified by the chairperson of the Meeting on the day of the Annual General Meeting, or may be transmitted in text form by letter or email to the address stated under "Right to participate by registering and providing proof of shareholding" by no later than April 29, 2026, 24:00 hrs. (CEST). For granting a power of attorney, shareholders may use the power of attorney form they receive along with their registration confirmations. A power of attorney form is also available for download from the internet at ir.knorr-bremse.com/annual-general-meeting. Authorization may also be effected in any other manner of proper form. If authorization is granted in accordance with Sec. 135 AktG (granting of power of attorney to intermediaries, in particular to credit institutions), there is no text form requirement. Shareholder associations, proxy voting advisory firms and persons who professionally offer the service of exercising voting rights on behalf of shareholders at general meetings are treated as equivalent to intermediaries in this respect, unless the individual who intends to exercise the voting right is the legal representative, spouse or life partner of the shareholder or is related to the shareholder by blood or marriage up to the fourth degree of kinship. Under applicable law, in these cases the power of attorney must be issued to a specified authorized representative and be kept by the authorized representative in a verifiable form. Furthermore, the power of attorney must be complete and may only contain declarations linked to the exercise of the voting right. In those cases, please coordinate the form of the power of attorney with the intended representative. However, any violation of the aforesaid and certain other requirements set forth in Sec. 135 AktG for representative authorization of the persons mentioned in this paragraph does not, pursuant to Sec. 135 (7) AktG, impair the validity of votes cast. In addition, intermediaries and other persons or institutions treated as equivalent thereto in accordance with Sec. 135 AktG are recommended to contact the shareholder hotline or the registration office at the address listed above prior to the Annual General Meeting as regards the exercise of voting rights. Authorized representatives (other than the company-nominated proxies) cannot physically be present at the Annual General Meeting. They may exercise voting rights for the shareholders that they represent only by way of absentee voting (also by means of electronic communication) or by issuing a sub-power of attorney and instructions to the company-nominated proxies. The instructions on the exercise of voting rights as well as on the exercise of other shareholders' rights linked to participation, in particular the right to speak and the right to information at the Annual General Meeting, contained in this notice apply accordingly to the exercise of rights by authorized representatives. For the use of the online service, the authorized representatives will be sent login details enabling them to exercise rights by means of electronic communication via the online service. A prerequisite is the proper registration of the shareholder (see "Right to participate by registering and providing proof of shareholding" above). Shareholders should issue the authorization in good time so that the authorized representative receives their individual login details in time. Authorized representatives are requested to use only the login details sent to them for the use of the online service. Priority of absentee votes cast, powers of attorney granted and instructions issued, and additional information on the casting of votes Please note that absentee votes cast or powers of attorney granted and instructions issued, as well as any modifications or revocations of votes, powers of attorney and instructions, effected via the online service will always be given priority and that any absentee votes cast or any powers of attorney granted and instructions issued in another way are invalid irrespective of the time of their receipt. However, in the event that several declarations have been made without using the online service in compliance with all form requirements and deadlines, the last declaration received will be given priority. In the event that sub-items under an agenda item are put to the vote individually, an absentee vote on, or, where applicable, an instruction issued with regard to, that entire agenda item will be deemed a vote cast, or an instruction issued, correspondingly on each of the individual sub-items put to the vote. Any absentee votes, powers of attorney and instructions that cannot be unequivocally matched to proper registration will not be counted. When exercising your shareholders' rights, you should note that there may be considerable delays in delivery where declarations are sent by regular mail. Transmission of information through intermediaries via SWIFT Enrolment for participation for the Annual General Meeting through intermediaries via SWIFT is possible until the last day of registration, i.e., April 23, 2026, 24:00 hrs. (CEST), (SWIFT Enrolment Market Deadline) for requesting registration confirmations, granting of powers of attorney and issuing instructions. Changes or revocations may still be issued until April 29, 2026, 12:00 hrs. (CEST) (SWIFT Vote Market Deadline). Authorized SWIFT participants, please use: BIC: ADEUDEMMXXX Instructions using SWIFT are possible only in accordance with ISO 20022. Information on the shareholders' rights pursuant to Secs. 122 (2), 126 (1) and (4), 127, 130a, 131 (1), 118a (1) sentence 2 no. 8 in conjunction with Sec. 245 AktG Motions to add items to the agenda pursuant to Sec. 122 (2) AktG Sec. 122 (2) AktG entitles shareholders whose combined shareholdings are equal to or greater than one twentieth of the share capital or the nominal amount of EUR 500,000.00 of the company's share capital (corresponding to 500,000 shares) to request that items be added to the agenda and announced. Each new item must be accompanied by a statement of reasons or a resolution proposal. The motion must be sent in writing to the Executive Board of Knorr-Bremse Aktiengesellschaft and must be received by the company no later than March 30, 2026, 24:00 hrs. (CEST). Please send such motions to the following address: To the Executive Board (Vorstand) of Knorr-Bremse Aktiengesellschaft Moosacher Straße 80 80809 Munich, Germany Shareholders requesting to add an item to the agenda must provide proof that they have held the shares for at least 90 days prior to receipt of the motion and that they will hold the shares until a decision on the motion has been made by the Executive Board. For the purpose of calculating the shareholding period, Sec. 70 AktG applies. The day on which the motion is received will not be counted. Please note that the start or end date of a 90-day-period will not be moved from a Sunday, Saturday or public holiday to a previous or subsequent working day. Secs. 187 to 193 of the German Civil Code (Bürgerliches Gesetzbuch) are not to be applied mutatis mutandis. Additions to the agenda that are to be announced will be announced - including the name and the place of residence or registered office of the person requesting them - in the German Federal Gazette (Bundesanzeiger) without undue delay after receipt of the motion unless they have already been announced together with the invitation to the Annual General Meeting. These motions will additionally be announced on the internet at ir.knorr-bremse.com/annual-general-meeting and communicated to the shareholders in accordance with Sec. 125 (1) sentence 3 AktG. Shareholder counter-motions and election proposals pursuant to Secs. 126 (1) and (4), 127 AktG In addition, shareholders may submit to the company counter-motions to Executive Board and/or Supervisory Board proposals relating to specific agenda items and proposals for the election of Supervisory Board members, auditors of financial statements or auditors of the sustainability report. Pursuant to Sec. 126 (1) AktG, motions of shareholders, including the shareholder's name, the statement of reasons for the motion and any comments of the management, are to be made available to the persons entitled to notification referred to in Sec. 125 (1) to (3) AktG subject to the conditions set forth therein, provided that the shareholder has sent a counter-motion against a proposal of the Executive Board and/or the Supervisory Board with respect to a specific agenda item, including a statement of reasons for the counter-motion, to the company at the address below no later than 14 days prior to the Annual General Meeting. For the purpose of calculating the above time period, the day of receipt and the day of the Annual General Meeting will not be counted. Thus, the last permissible day of receipt is April 15, 2026, 24:00 hrs. (CEST). A counter-motion need not be made available if one of the exclusion criteria pursuant to Sec. 126 (2) AktG is met. Moreover, the statement of reasons need not be made available if it exceeds a total of 5,000 characters. No statement of reasons needs to be provided for election proposals made by shareholders pursuant to Sec. 127 AktG. Election proposals will be made available only if they include the name, profession exercised and place of residence of the nominated individual and, in the case of an election of Supervisory Board members, information on their membership in other supervisory boards required to be established pursuant to statutory law (cf. Sec. 127 sentence 3 AktG in conjunction with Sec. 124 (3) sentence 4 AktG and Sec. 125 (1) sentence 5 AktG). Pursuant to Sec. 127 sentence 1 AktG in conjunction with Sec. 126 (2) AktG, there are further conditions subject to which election proposals need not be made available via the website. In all other respects, the requirements and provisions for the disclosure of motions apply mutatis mutandis. Pursuant to Sec. 126 (4) AktG, counter-motions and election proposals that are to be made available will be deemed to have been made at the time they are made available. Voting rights may be exercised regarding such counter-motions and election proposals after timely registration through the channels described above. If the shareholder submitting the motion or election proposal is not duly entitled to do so and properly registered for the Annual General Meeting, the motion or election proposal need not be dealt with at the Meeting. Any shareholder motions (including statements of reasons therefor) and election proposals pursuant to Sec. 126 (1) and (4) and Sec. 127 AktG must be sent exclusively to Knorr-Bremse Aktiengesellschaft Investor Relations Moosacher Str. 80 80809 Munich, Germany or by email to: [email protected] Any shareholder motions, counter-motions and election proposals that are to be made available (along with the shareholder's name and - in the case of motions - the statement of reasons) will be made available online at ir.knorr-bremse.com/annual-general-meeting after their receipt. Any comments by the management will also be made available on the above website. Right to submit comments pursuant to Sec. 130a (1) to (4) AktG Prior to the Annual General Meeting, shareholders properly registered for the Annual General Meeting may submit comments on the items on the agenda by means of electronic communication. These comments may be submitted to the company in text form. They must be sent exclusively by email to [email protected] and must be received at the specified address no later than April 24, 2026, 24:00 hrs. (CEST). We ask that the comments be limited to a reasonable scope to enable shareholders to properly review the comments. A length of 10,000 characters should serve as guidance here. We will publish shareholder comments to be made available, including the name and place of residence or, as applicable, registered office of the submitting shareholder, for properly registered shareholders and their representatives in the online service at the internet address ir.knorr-bremse.com/annual-general-meeting no later than April 25, 2026. Any comments by the management will also be published on the specified website. The opportunity to submit comments does not constitute an opportunity to submit questions in advance pursuant to Sec. 131 (1a) AktG. Any questions contained in comments will therefore not be answered at the virtual Annual General Meeting unless they are asked by way of video communication at the meeting. Motions, election proposals or objections to resolutions of the Annual General Meeting contained in comments will not be considered either. These are to be submitted or made or declared exclusively by the means separately indicated in this notice. Right to speak pursuant to Secs. 118a (1) sentence 2 no. 7, 130a (5) and (6) AktG At the Annual General Meeting, properly registered shareholders and their representatives who are attending the Annual General Meeting by electronic means have the right to speak using video communication. As part of their speech, shareholders may submit motions and election proposals pursuant to Sec. 118a (1) sentence 2 no. 3 AktG as well as all types of requests for information pursuant to Sec. 131 AktG. Requests to speak must be submitted through the online service at the internet address ir.knorr-bremse.com/annual-general-mee-ting. Requests to speak may also be submitted via the online service even before the start of the Annual General Meeting on April 30, 2026, from 9:30 hrs. (CEST) onwards. The chairperson of the meeting will give more detailed information during the Annual General Meeting regarding the procedure for requests to speak and their granting. The company reserves the right to check the proper functioning of the video communication between the shareholder and the company during the Annual General Meeting and prior to that shareholder's turn to speak and will refuse the right to speak if a properly functioning connection cannot be ensured. The minimum technical requirements for being permitted to speak via live video are therefore a web-enabled device equipped with a camera and microphone and a stable internet connection. Tips on how to optimize the proper functioning of video communication can be found at ir.knorr-bremse.com/annual-general-meeting. Right to information pursuant to Sec. 131 (1) AktG At the Annual General Meeting, every shareholder or shareholder representative may - after having submitted a request in due time pursuant to Sec. 131 (1) AktG - request to be informed by the Executive Board about the company's affairs, the company's legal and business relationships with affiliated companies, and the position of the Group and the companies included in the consolidated financial statements to the extent that such information is necessary for proper assessment of an agenda item. Furthermore, questions are permitted to be asked during the Annual General Meeting regarding all answers given by the Executive Board as well as regarding questions asked in speeches at the Annual General Meeting (Sec. 131 (1d) AktG). The chairperson of the Meeting is to determine at the Annual General Meeting based on Sec. 131 (1f) AktG that the right to information under Sec. 131 AktG (in all its forms) may be exercised at the Annual General Meeting exclusively by way of video communication via the online service. Submitting questions any other way, whether by electronic or other communication, will not be possible either before or during the Annual General Meeting. Lodging an objection to a resolution for the record (Widerspruch zur Niederschrift) pursuant to Secs. 118a (1) sentence 2 no. 8, 245 AktG Shareholders and their representatives who have properly registered for the Annual General Meeting and are attending it by electronic means have the right to lodge objections by electronic communication to resolutions adopted by the Annual General Meeting. Such an objection may be lodged via the online service at ir.knorr-bremse.com/annual-general-meeting as soon as the Annual General Meeting has begun until the close thereof. The notary has authorized the company to accept objections via the online service and will receive the objections via the online service. Information pursuant to Sec. 124a AktG and further explanations on the shareholders' rights; disclosure of the speeches of Executive Board members and of the Chairman of the Supervisory Board The present notice of the Annual General Meeting, the documents to be made available under Sec. 124a AktG as well as further information relating to the Annual General Meeting can be accessed and downloaded on the internet at ir.knorr-bremse.com/annual-gene-ral-meeting, where further information on the shareholders' rights pursuant to Secs. 122 (2), 126 (1) and (4), 127, 130a, 131 (1), 118a (1) sentence 2 no. 8 and 245 AktG can also be found. Furthermore, during the virtual Annual General Meeting prior to the first vote, the list of participants will be made available via the online service at ir.knorr-bremse.com/annual-general-meeting to all shareholders and their representatives who have properly registered for the Annual General Meeting and are attending it by electronic means. After the Annual General Meeting, the voting results will be published on the same website. A confirmation of the counting of the votes pursuant to Sec. 129 (5) AktG will be made available via the online service, which can be downloaded within one month after the day of the Annual General Meeting. Information on data protection for shareholders Knorr-Bremse Aktiengesellschaft processes the personal data of shareholders and their authorized representatives for purposes provided by law, in particular for conducting general meetings and, in individual cases, for safeguarding its overriding legitimate interests. You can find information on the processing of your personal data on the internet at ir.knorr-bremse.com/annual-general-meeting. Munich, Germany, March 2026 Knorr-Bremse Aktiengesellschaft The Executive Board