Authorising Company proxies/Exercising voting rights by postal vote
Knorr-Bremse AG offers you the possibility to authorise Dr. Moritz Schuler and Mr. Justinian Spaeth, both employees of Knorr-Bremse AG, Munich, each of them individually with the right to issue
sub-proxies, to represent you at the Annual General Shareholders‘ Meeting of Knorr-Bremse AG on June 18, 2019 with disclosure of your name(s) in the list of participants and to exercise your
voting rights or have such voting rights exercised according to your instructions.
The Company proxies are entitled to vote on your behalf only if and to the extent you have given them specific instructions regarding the individual motions proposed for the items on the agenda.
The Company proxies must follow your instructions when voting on the motions proposed as announced in the agenda in the federal gazette (Bundesanzeiger). Only one instruction may be
given on each matter for resolution. If you will not issue explicit voting instructions with respect to any items on the agenda, the Company proxies will, depending on the voting procedure,
abstain from voting or not participate in the voting with respect to such items.
In order to exercise your voting rights via postal vote you have to cast a vote to each agenda item as provided in the following form.
Shareholders who authorised Company proxies and issued voting instructions will be included in the attendance register with reference to their being represented by the Company proxies
(open power of attorney).
If the Company receives postal votes or authorisations and instructions for Company proxies by several means of transmission (post, fax, e-mail or internet), the last formally valid proxy or
postal vote with relevant instructions received will be considered binding independently of the way of transmission used.
If instructions are not properly filled in or not clearly given the Company proxies, depending on the voting procedure, will either abstain or not participate in the voting for the respective
agenda items. Improperly received or inconclusive postal votes are counted as invalid for the respective agenda items.
The personal attendance of a shareholder or an authorised third party at the Annual General Shareholders‘ Meeting will automatically be deemed to constitute a revocation of proxy and/or
instructions given to the Company Proxies resp. postal votes previously cast.
The Company proxies are required to vote in accordance with your instructions and are not permitted to exercise your voting right in ballots that were not announced before the Annual General
Shareholders‘ Meeting (e.g. procedural motions).
Depending on the voting procedure, the Company proxies will either abstain or not participate in the voting in these cases. The same applies with ballots regarding counter-motions and ballots that
differ from previously published motions of the management.
You can not instruct the Company proxies to raise an objection, file a motion or ask questions.
Personal data of your proxy authorisation and instructions/postal votes will be processed according to valid data protection regulations exclusively for organisationals means in connection with the
Annual General Shareholders‘ Meeting. In order to oblige produce of proof according to the German Stock Corporation Act we will keep personal data for three years.
The online shareholder service will be available until Juni 17, 2019 (midnight).
The technical and organizational measures Knorr-Bremse AG has taken to ensure the functioning of our online shareholder service conform to the latest standards. However, Knorr-Bremse AG would like to
stress that the stability and availability of the services according to the latest technology may be subject to fluctuations. Knorr-Bremse AG shall not be responsible or liable for the functioning and local
availability of the online shareholder service or for the permanent accessibility of the telecommunications network and internet services. The responsibility for these matters is outside of Knorr-Bremse AG’s
scope of influence. If Knorr-Bremse AG should find that its online shareholder service, and/or the data saved in order to provide these services have been subject to unauthorised interference, Knorr-Bremse
AG reserves the right to interrupt, or terminate prematurely, the online shareholder service without further notice. In such a case, Knorr-Bremse AG will only consider such authorisations and
instructions transmitted over the online shareholder service, if it can be excluded that they have been tampered with. Knorr-Bremse AG therefore recommends to use the online services for granting proxy and
issuing instructions/cast postal votes in due time, so that – should these services be unavailable – the option of granting proxy and issuing instructions/cast postal votes can still be taken in writing
(by post or fax).
For questions concerning the operation of this online service, the general meeting hotline is available
from Monday to Friday, except public holidays, between 9:00 a.m. and 5:00 p.m.: +49 (0)89 21027 222.
Revoke power of attorney/proxy and voting instructions/postal vote
I/we herewith revoke my power of attorney/proxy and voting instruction to the Company proxies/postal vote, issued for the Annual General Meeting of Knorr-Bremse AG on June 18, 2019.