Joint Report of the Executive Board of KRONES Aktiengesellschaft, Neutraubling, and the Managing Directors of KRONES Holding International GmbH, Neutraubling, in accordance with Section 293a of the German Stock Corporation Act (AktG)

krones Aktiengesellschaft, Neutraubling

Annual general meeting of krones Aktiengesellschaft on Tuesday, 9 June 2026, 2:00 pm (Cest),

in the marinaforum Regensburg, Johanna-Dachs-Strasse 46, 93055 Regensburg, Germany.

1. Preamble

   The Executive Board of KRONES Aktiengesellschah, registered office Neutraubling, registered in the commercial register of Regensburg Local Court under HRB 2344 (hereinaher also referred to as the "Controlling Entity") and the Managing Directors of KRONES Holding International GmbH, registered office Neutraubling, registered in the commercial register of Regensburg Local Court under HRB 21922 (hereinaher also referred to as the "Controlled entity") hereby jointly submit the following report (hereinaher the "Agree-ment Report") on the profit transfer agreement of 27 February 2026 between the Controlling Entity and the Controlled Entity (hereinaher the "pta"). The PTA is annexed to this Agreement Report as Annex 1. The Agreement Report serves to inform the shareholders of the Controlling Entity in preparation for the annual general meeting of the Controlling Entity on 9 June 2026.

2. Introduction

   The PTA between the Controlled Entity, as the profit-transferring entity, and the Controlling Entity, as the other party to the agreement, was concluded in writing by the Managing Directors of the Controlled Entity and the Executive Board of the Controlling Entity on 27 February 2026. In the PTA, the Controlled Entity undertakes to transfer its entire profit to the Controlling Entity. In turn, the Controlling Entity undertakes to assume the losses of the

   Controlled Entity. In order to become effective, the PTA requires the approval of the general meeting of the Controlling Entity and the approval of the general meeting of the Controlled Entity. The annual general meeting of the Controlling Entity will pass a resolution on the approval of the PTA on 9 June 2026. In addition to a simple majority of the votes cast, the resolution requires a majority of at least 75% of the share capital represented when the resolution is adopted. The general meeting of the Controlled Entity approved the PTA on 3 March 2026.

   The PTA enters into effect when its existence is recorded in the commercial register for the registered office of the Controlled Entity. The obligation to transfer profits and assume losses applies retroactively from the beginning of the financial year in which the PTA takes effect.

3. Parties to the PTA

   The parties to the PTA are KRONES Aktiengesellschah, as the Controlling Entity, and KRONES Holding International GmbH, as the Controlled Entity.

   1. Controlling Entity

      The Controlling Entity is a public limited company under German law with its registered office in Neutraubling. It is registered in the commercial register of Regensburg Local Court (Amtsgericht Regensburg) under HRB 2344.

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      The object of the company, according to the articles of association, is as follows:

      • Design, production, assembly, installation and distribution, including the hiring, leasing and trading with machinery and plants, including turnkey plants, which serve or are useful for the packing of substances and products of any kind and in any state of aggregation, as well as for cleaning, inspection, control, filling and labelling of containers of any kind with such substances and products, machinery and plants of a similar nature, notably complete filling lines and breweries, machinery and plants for sorting and palletising, as well as machinery and plants for the production of packaging;

      • the production and distribution of containers of any kind, including the materials required for that purpose;

      • erection of the related building structures;

      • development, processing, acquisition and sale of sohware, as well as the acquisition and granting of licenses therefor;

      • acquisition and sale of industrial property rights as well as the acquisition and granting of licenses therefor;

      • acquisition of the required movable and immovable property;

      • general machinery and plant construction.

        The Controlling Entity is entitled to purchase, to establish and to invest in branch establishments and other enterprises, in particular operator companies, in this country and abroad, and also to undertake all business ventures that are suited to the promotion of the business purposes of the company. In addition, the Controlling Entity is entitled to transfer its business wholly or partially to affiliated companies.

        The Controlling Entity's share capital of amounts to €40,000,000.00 and, at the time of preparation of this report, is divided into 31,593,072 no-par value bearer shares.

        The Executive Board of the Controlling Entity is authorised to increase the Controlling Entity's share capital, with the approval of the Supervisory Board, by up to €10 million ("Authorised Capital 2021") through the issuance on one or more occasions of new ordinary bearer shares against cash contributions up to and including 16 May 2026.

        All shares in the Controlling Entity are traded in the Prime Standard (regulated market) at the Frankfurt am Main, Munich, Stuttgart, Düsseldorf, Hannover, Hamburg, Berlin/Bremen and Xetra trading venues under ISIN DE0006335003 and WKN 633500.

        Under Section 6 (1) of the Controlling Entity's articles of association, the Controlling Entity's Executive Board consists of at least two members. The Supervisory Board of the Controlling Entity determines the number of members of the Executive Board and appoints the members of the Executive Board (see Article 6 (2) of the Controlling Entity's articles of association). At the time of preparation of this Agreement Report, the Executive Board of the Controlling Entity had five members: Christoph Klenk (Chief Executive Officer), Uta Anders, Thomas Ricker, Markus Tischer and Ralf Goldbrunner.

        Under Article 7 (1) of the Controlling Entity's articles of association, the Controlling Entity is represented by two members of the Executive Board or by one member of the Executive Board together with a holder of statutory general power of attorney (Prokurist). The Supervisory Board may authorise individual members of the Executive Board to represent the Controlling Entity alone (Article 7 (2) of the Controlling Entity's articles of association).

        Under Article 8 (1) of the Controlling Entity's articles of association, the Supervisory Board consists of sixteen members. Eight of these members are

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        elected by the shareholders in accordance with the Stock Corporation Act. Eight members are elected by the employees in accordance with the Codeter-mination Act 1976 (Mitbestimmungsgesetz 1976). At the time of preparation of this Agreement Report, the following shareholder representatives were members of the Supervisory Board of the Controlling Entity: Volker Krons-eder (Chairman), Norbert Broger, Nora Diepold, Robert Friedmann, Prof. Dr. jur. Susanne Nonnast, Petra Schadeberg-Herrmann, Stephan Seifert and Matthias Winkler. At the time of preparation of this Agreement Report, the following employee representatives were members of the Supervisory Board of the Controlling Entity: Josef Weitzer (Deputy Chairman of the Supervisory Board), Oliver Grober, Thomas Hiltl, Markus Hüttner, Dr. phil. Verena Di Pasquale, Beate Eva Maria Pöpperl, Stefan Raith and Olga Redda.

        The Controlling Entity had 9,883 employees as of 31 December 2025.

        The Controlling Entity is fully liable to corporation tax and trade tax in Germany.

        The KRONES Group provides machinery and systems for filling and packaging and for beverage production. The KRONES Group's customers include breweries, beverage producers and companies from the food, chemical, pharmaceutical and cosmetic industries. Services are a major part of KRONES Group's business model.

        The Controlling Entity's financial year is the calendar year. According to the annual financial statements in accordance with the German Commercial Code (HGB), the Controlling Entity generated net income of €125.0 million in the 2023 financial year and net income of €137.5 million in the 2024 financial year.

        According to the HGB-basis financial statements, the Controlling Entity generated net income of €158.7 million in the last financial year, ended 31 December 2025.

        The Controlling Entity's statement of financial position as of 31 December 2025 shows total assets of €2,630.9 million. With equity of €1,001.6 million, the equity ratio as of 31 December 2025 was 38.1% (31 December 2024: 36%).

   2. Controlled entity

      The Controlled Entity is a private limited company under German law with its registered office in Neutraubling. It is registered in the Commercial Register of Regensburg Local Court under HRB 21922.

      The object of the Controlled Entity company in accordance with the articles of association are the establishment and management of companies and the acquisition, holding and marketing of investments in other companies in the areas of design, production, assembly, installation and distribution, including the hiring, leasing and trading with machinery and plants, including turnkey plants, which serve or are useful for the packing of substances and products of any kind and in any state of aggregation, as well as for cleaning, inspection, control, filling and labelling of containers of any kind with such substances and products, machinery and plants of a similar nature, notably complete filling lines and breweries, machinery and plants for sorting and palletising, as well as machinery and plants for the production of packaging, the production and distribution of containers of any kind, including the material required for that purpose, erection of the related building structures, development, processing, acquisition and sale of sohware, as well as the acquisition and granting of licenses therefor, acquisition and sale of industrial property rights as well as the acquisition and granting of licenses therefor, acquisition of the required movable and immovable property, general machinery and plant construction.

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      A further object of the Controlled Entity is the letting and leasing of real estate and the provision of commercial and other services, including in particular the provision of financial services to affiliated companies.

      The Controlled Entity may carry out any and all activities directly or indirectly suited to serving the aforementioned purpose.

      The Controlled Entity formerly operated under the company name Dekron GmbH, had its registered office in Kelkheim (Taunus) and was previously entered in the commercial register of Königstein Local Court under HRB 9236. Upon filing in the commercial register on 27 October 2025, the Controlled Entity, which previously operated under the name Dekron GmbH, relocated its registered office from Kelkheim (Taunus) to Neutraubling and was renamed KRONES Holding International GmbH.

      KRONES Holding GmbH, registered office Neutraubling, formerly registered in the commercial register of Regensburg Local Court under HRB 19438, upon the filing of the merger in the commercial register for the Controlled Entity on 27 October 2025, was amalgamated into the Controlled Entity, as the acquiring legal entity, on the basis of the merger agreement dated 14 July 2025 and the resolutions of the general meetings of the same day.

      At the time of preparation of this Agreement Report, the Controlled Entity had share capital of €47,849.00. The Controlling Entity is the sole shareholder of the Controlled Entity.

      Under Article 7 (1) sentence 1 of the Controlled Entity's articles of association, the Controlled Entity has one or more managing directors. At the time of preparation of this Agreement Report, the Controlled Entity had two managing directors: Ms. Uta Anders and Ms. Malgorzata Tarchala.

      If several managing directors are appointed, under Article 7 (1) sentence 3 of the Controlled Entity's articles of association, the Controlled Entity is repre-

      sented by two managing directors or by one managing director together with a holder of statutory general power of attorney [Prokurist]. Under Article 7(2) of the Controlled Entity's articles of association, the general meeting may also grant the managing directors the power of individual representation and/or exemption from the restrictions under Section 181 of the German Civil Code (BGB). Both Ms. Anders and Ms. Tarchala are authorised to represent the company individually and are exempt from the restrictions of Section 181 of the German Civil Code (BGB).

      The Controlled Entity has no employees.

      The Controlled Entity is fully liable to corporation tax and trade tax in Germany.

      The Controlled Entity's financial year is the calendar year. In 2023 and 2024, a profit transfer agreement was in place between the Controlled Entity (then still operating under the company name Dekron GmbH) and, as the then controlling entity, KRONES Holding GmbH, which has since been merged with the Controlled Entity. In the 2023 financial year, without the loss assumption by KRONES Holding GmbH under the then profit transfer agreement, the Controlled Entity (likewise still operating under the company name Dekron GmbH) generated an HGB-basis net loss of €5,154,255.59; in

      the 2024 financial year (likewise still operating under the company name Dekron GmbH) it generated HGB-basis net income of €93,461.73. No profit was transferred to KRONES Holding GmbH in 2024 either due to the loss then brought forward at the Controlled Entity (Section 301 sentence 1 AktG).

      In the last financial year, ended 31 December 2025, the Controlled Entity generated HGB-basis net income of €10,922,353.60.

      The Controlled Entity's statement of financial position as of 31 December 2025 shows total assets of €88,394,753.10 With equity of €46,311,576.77 million, the equity ratio as of 31 December 2025 was 52.4%.

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4. Legal and economic reasons for conclusion of the profit transfer agreement

   The Controlling Entity holds all shares in the Controlled Entity. By concluding a profit transfer agreement, a tax group can therefore be established between the Controlling Entity and the Controlled Entity, for both corporation tax and trade tax. The conclusion of this PTA is an essential precondition for the establishment of a consolidated tax group for corporation tax and trade tax purposes. As a result of the tax group relationship, the income of the Controlled Entity is attributed directly to the Controlling Entity for the purposes of corporation tax and trade tax. This means that net profits and net losses within the tax group can be offset for tax purposes at the level of the Controlling Entity (profit and loss consolidation). Depending on the taxable profit situation of the companies in the tax group, this can be beneficial in terms of tax. Without a profit transfer agreement, it is not possible to offset profits and losses for tax purposes; at best, profits of the Controlled Entity could be distributed to the Controlling Entity by way of a profit distribution. Under the prevailing tax regime, the Controlling Entity would then be liable to corporation tax and trade tax on 5% of the profit distribution.

   There is no economically viable alternative to concluding the present PTA. Under Section 14 (1) sentence 1 of the Corporation Tax Act (KStG) in conjunction with Section 17 (1) sentence 1 KStG and Section 2 (2) sentence 2 of the Trade Tax Act (GewStG), the conclusion of the profit transfer agreement is a mandatory requirement for establishment of the corporation tax and trade tax group between the Controlled Entity and the Controlling Entity. The tax benefits set out above can only be obtained by way of the profit transfer agreement.

   In particular, a change of legal form in which the Controlled Entity were to be converted into a partnership would not produce the same tax outcome, as the Controlling Entity's income would be subject to trade tax at the level

   of the partnership, whereas in the case of a tax group it would be taxable at the level of the Controlling Entity and be offsettable against net losses of the Controlling Entity. Changing the legal form of the Controlled Entity to a partnership would thus achieve profit and loss consolidation for the purposes of trade tax but not for corporation tax.

   Amalgamating the Controlled Entity into the Controlling Entity by merger is also not a preferable alternative, as the Controlled Entity would then lose its status as a separate legal entity. There are currently no plans to change the legal organisation of the KRONES Group in this way.

   An additional control agreement was not necessary for tax purposes, nor for other reasons given that the Controlling Entity already had sufficient influence over the Controlled Entity by virtue of its status as the sole shareholder. The general meeting of the Controlled Entity consequently has the right to issue directions to its management.

5. Explanation of the content of the PTA

   The PTA is a profit transfer agreement within the meaning of Section 291 (1) sentence 1, 2nd alternative, AktG, which may be concluded in writing without notarisation. It requires the approval of the general meeting of the Controlling Entity and the general meeting of the Controlled Entity. Its existence must be recorded in the commercial register for the registered office of the Controlled Entity.

   The content of the PTA is based on the statutory requirements in Sections 291 et seqq. AktG, the legal principles of which therefore apply by extension to the Controlled Entity, and is essentially limited to the necessary provisions, supplemented by provisions arising from the requirements for recognition of the intended consolidated tax group for income tax purposes.

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   The following comments should be made on the individual provisions of the PTA:

   1. Profit transfer (Section 1 of the PTA)

      Section 1 (1) of the PTA sets out the characteristic obligation on the controlled entity under a profit transfer agreement to transfer its entire profit to the other party to the agreement. The Controlled Entity thus undertakes to transfer its entire profit to the Controlling Entity. Under Section 14 (1) sentence 1 KStG in conjunction with Section 17 (1) sentence 1 KStG, the transfer of profits is essential in order for the tax group between the Controlled Entity and the Controlling Entity to be effective.

      Details of the scope of the profit transfer are specified in Section 1 subsection

      (1) sentence 2 and subsections (2) and (3) the PTA. Section 1 (1) sentence 2 thus clarifies that the profit to be transferred is not permitted to exceed the profit determined under Section 301 AktG. The stipulation in Section 301 AktG on the maximum amount of a profit transfer is incorporated into the PTA by reference as amended from time to time, i.e., as a dynamic reference. The dynamic reference makes allowance for the possibility of future changes to the items to be deducted under Section 301 AktG.

      Under the current Section 301 AktG, a company may transfer as its profits, at a maximum, the net income for the year as it is without the profit transfer, reduced by any loss brought forward from the previous year, by the amount to be allocated to the legal reserve under Section 300 AktG and by the amount barred from distribution under Section 268 (8) HGB - irrespective

      of the agreements made regarding the calculation of the profits to be transferred.

      The tax group for income tax purposes generally requires the entire profit of the Controlled Entity to be transferred; only in specific circumstances may

      income generated by the Controlled Entity be allocated to revenue reserves. Under Section 1 (2) of the PTA, the Controlled Entity may, with the consent of the Controlling Entity, allocate amounts from net income for the year to other revenue reserves under Section 272 (3) HGB only in so far as is permissible under commercial and tax law and economically justified on the basis of prudent business judgement. This wording is based on that of Section 14

      (1) sentence 1 no. 4 KStG in conjunction with Section 17 (1) sentence 1 KStG. There must be a specific reason for the allocation to reserves. The profit to be transferred by the Controlled Entity to the Controlling Entity is reduced accordingly.

      At the request of the Controlling Entity, under Section 1 (3) sentence 1 of the PTA, other revenue reserves accumulated in accordance with Section 272 (3) HGB during the term of this Agreement must be released and transferred as profit in accordance with the requirements of Section 301 AktG, as amended from time to time. The transfer of gains from the reversal of retained earnings, revenue reserves or other reserves recognised before the PTA became effective, or of capital reserves, irrespective of whether they were recognised before or aher the PTA entered into force, is not permitted under Section 1 (3) sentence 2 and 3 of the PTA.

      Under Section 1 (4) of the PTA, the claim for transfer of profits arises at the end of the financial year of the Controlled Entity (currently 31 December). The claim is due for value as of that date.

      The right to profit transfer under Section 1 of the PTA arises for the first time in respect of the entire profit for the financial year of the Controlled Entity in which the PTA enters into effect under Section 4 (1).

      The provisions in Section 1 of the PTA correspond to the provisions on profit transfer typically found in profit transfer agreements and are closely based on the statutory provisions.

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   2. Assumption of losses (Section 2 of the PTA)

      The corollary to the profit transfer is the obligation on the Controlling Entity to assume losses at the Controlled Entity as stipulated in Section 302 AktG. Under Section 302 AktG, the assumption of losses is a necessary consequence of a profit and loss transfer agreement.

      The loss assumption obligation means that the Controlling Entity effectively assumes the Controlled Entity's economic risk (for the economic position

      of the Controlled Entity, see under heading III.2. of this Agreement Report, above). This ensures that the equity of the Controlled Entity as it stands when the PTA enters into effect is not reduced during the term of the agreement. The loss assumption obligation serves to secure the financial interests of the Controlled Entity, its shareholders and its creditors for the lifetime

      of the PTA.

      Under Section 2 of the PTA, the loss assumption is subject to the stipulations of Section 302 AktG, as amended from time to time, with the necessary modifications. In order for the tax group between the Controlled Entity and the Controlling Entity to be effective, it is essential under Section 17 (1) sentence

      2 no. 2 KStG for the loss assumption to be agreed incorporating by reference the stipulations of Section 302 AktG as amended from time to time.

      Under Section 302 (1) AktG as it stands at the time of preparation of this Agreement Report, the obligation on the Controlling Entity to assume losses applies only to the extent that any net loss otherwise incurred cannot be covered by withdrawing amounts allocated to other revenue reserves during the lifetime of the agreement. Thus to the extent that other revenue reserves are allocated during the lifetime of the agreement, they can be reversed to meet losses in subsequent years instead of such losses being made good with payments from the Controlling Entity.

   3. Interim payments (Section 3 of the PTA)

      Under Section 3 of the PTA, it is generally admissible for interim payments

      to be made before the Controlling Entity's claim to profit transfer or the Controlled Entity claim to assumption of losses falls due. Section 3 (1) of the PTA stipulates that the Controlling Entity may demand interim payments during the year in respect of the profit expected to be transferred from the Controlled Entity, provided that an interim distribution to the shareholder of the Controlled Entity based on the expected net income for the year would be permissible in the absence of the PTA, that no mandatory requirements prevent such interim payments, and that the Controlled Entity's liquidity permits such interim payments. Correspondingly, under Section 3 (2) of the PTA, the Controlled Entity may demand interim payments during the year in respect of the net loss expected to be assumed, provided that this is legally permissible and the Controlled Entity, on the basis of prudent business judgement, needs such interim payments in view of its liquidity. Section 3

      (3) sentences 1 and 2 of the PTA clarifies that such interim payments are

      non-interest-bearing, and therefore any interim payments made during the year are brought into account against the profit to be transferred at the end of the year or against the net loss to be assumed at the end of the year, without additional interest. Any overpayments by the Controlling Entity are treated as an interest-bearing loan from the Controlling Entity to the Controlled Entity, and vice versa (Section 3 (3) sentences 3 and 4 of the PTA).

   4. Duration and termination of the PTA (Section 4 of the PTA)

      Section 4 (1) sentence 1 of the PTA clarifies that the agreement is concluded subject to the approval of the general meeting of the Controlling Entity and the general meeting of the Controlled Entity. Under Section 4 (1) sentence 2 of the PTA, the PTA enters into effect on registration in the commercial regis-

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      ter for the registered office of the Controlled Entity and applies retroactively from the beginning of the financial year of the Controlled Entity current at the time the PTA is recorded in the commercial register. The retroactive effect is necessary in order to be able to use the tax advantages related to the Controlled Entity for the financial year in progress at the time of recording in the commercial register.

      The subsequent text of the agreement contains provisions on the duration and termination of the PTA. Under Section 4 (2) sentence 1 of the PTA, the PTA applies indefinitely. It can be terminated on notice solely subject to a notice period of six months to the end of the financial year of the Controlled Entity, but at the earliest to the end of the financial year aher which the corporation tax and trade tax group to be established by the PTA has completed its minimum term for tax purposes (under current law, five chronological years -see Section 14 (1) sentence 1 no. 3 in conjunction with Section 17 of the German Corporation Tax Act (KStG) and section 2 (2) sentence 2 of the German Trade Tax Act (GewStG).

      Under Section 4 (3) of the PTA, the Controlled Entity and the Controlling Entity have the right to terminate the agreement for cause, including, in particular, in the following cases:

      • if, due to a sale of shares or for other reasons, the requirements for financial integration of the Controlled Entity into the Controlling Entity for the purposes of tax law are no longer met following completion of the measure concerned;

      • if the Controlling Entity contributes the shareholding in the Controlled Entity to the capital of another entity; or

      • if the Controlling Entity or the Controlled Entity is merged, demerged or liquidated.

        In the event that the validity of the PTA or its proper execution is not, or not fully, recognised for tax purposes, the Controlled Entity and the Controlling Entity agree that the minimum term will then commence only on the first

        day of that financial year of the Controlled Entity for which the requirements for the tax recognition of its validity or its proper execution are met, or met again, for the first time (Section 4 (4) of the PTA).

   5. Final provisions (Section 5 of the PTA)

      Under Section 5 (1) sentence 1 of the PTA, amendments and additions to the PTA require the approval of the general meeting of the Controlling Entity and the general meeting of the Controlled Entity.

      Section 5 (2) of the PTA additionally stipulates that amendments and additions to the PTA must be made in writing, unless notarisation is required, and that this also applies to any waiver of the written form requirement.

      Section 5 (3) contains a customary so-called severability clause and is intended to ensure that the PTA remains in place in the event that individual provisions of the PTA prove to be invalid, impracticable or unenforceable, in whole or in part, or if the PTA should contains an omission.

6. No compensation payment and no settlement payment

   As the Controlling Entity is the sole shareholder of the Controlled Entity and there are no outside shareholders of the Controlled Entity, it was not necessary to incorporate into the PTA any provisions on compensation payments in accordance with Section 304 AktG or on the offering of settlement payments under Section 305 AktG for outside shareholders of the Controlled Entity.

7. No specific consequences of the PTA for shareholders' investments

   Aside from the loss assumption obligation on the Controlling Entity, there are no specific consequences for the Controlling Entity's shareholders' investments, as the absence of outside shareholders in the Controlled Entity means that no compensation or settlement payments are owed by the Controlling Entity.

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8. No audit of the PTA

   As the Controlling Entity is the sole shareholder of the Controlled Entity, the PTA did not have to be audited by one or more expert auditors as contract auditors in accordance with Section 293b (1) AktG. No such audit has therefore taken place, and none will take place in the future.

   The summary assessment of the PTA shows that it is beneficial both for KRONES Aktiengesellschaft as the Controlling Entity and KRONES Holding International GmbH as the Controlled Entity.

   Neutraubling, 20 March 2026

   
   
   

   KRONES Aktiengesellschah KRONES Holding International GmbH

   
   
   
   
   

   Christoph Klenk

   Chief Executive Officer (Ceo)

   Uta Anders

   Member of the Executive Board (Cfo)

   Malgorzata Tarchala Managing Director

   Annexes:

   1. Profit transfer agreement of 27 February 2026 between KRONES Aktiengesellschah, Neutraubling, and KRONES Holding International GmbH, Neutraubling