Compliance declaration pursuant to § 161 of the German Stock Corporation Act

"The executive board and the supervisory board of KRONES AG declare that they have complied with the recommendations of the "Government Commission on the German Corporate Governance Code" (GCGC) instituted by the German government regarding the management and supervision of German listed companies as amended on 6th June 2008 in accordance with the German Corporate Governance Code published on the website of KRONES AG, with the following exceptions:

At the present, no deductible is provided in a D&O insurance policy concluded for the executive board and the supervisory board (No.  3.8 DCGK).

For the executive board of KRONES AG, a D&O insurance policy has been taken out. So far no deductible has been agreed, since the executive board acts responsibly and dutifully at all times irrespective of a deductible. The company has adjusted the D&O insurance policy of the executive board as from the year 2010 in accordance with the statutory provisions as laid down in § 93 Para. 3 of the German Stock Corporation Act. For the members of the supervisory board, too.,  D&O insurance policy exists. A specific deductible for the insured parties was not agreed, since the supervisory board at all times performs its duties properly irrespective of a deductible.

Separate information about the salient points of the compensation system and changes thereto is currently not disclosed in the general meeting but in the business report (No. 4.2.3 DCGK).

The shareholders of KRONES AG will find all relevant information in the annual report. As form the year 2010, we shall also be reporting on this in the annual general meeting.

The total compensation of each member of the executive board, divided into non-performance related, performance related and long-term incentive components, disclosed by name, is not itemised as decided by the general meeting (No.  4.2.4 DCGK).

KRONES specifies the structure of the executive board. The particulars on fixed and variable, performance-related remuneration elements are crucial to assessing whether a remuneration thus divided is appropriate and whether it produces an incentivising effect for the executive board.
We are confident that an individualised disclosure of the remuneration would violate personal rights. In accordance with a motion approved by the annual general meeting on 21 June 2006, the detailed particulars for each individual member of the executive board in accordance with the § 286 Para. 5 HGB (German Commercial Code) will be omitted until the expiry of 20 June 1011.

A nomination committee is currently not established at Krones AG. (No.  5.3.3 DCGK).

Committees are primarily appropriate when due to the size of a particular body its work is thus rendered more efficient. On the supervisory board of KRONES AG, six members represent the shareholders, who make proposals. In our view, it is accordingly unnecessary to form a nomination committee.

Compensation payments to members of the supervisory board are currently not itemised. Other payments – for personal services, in particular advisory and mediatory services – currently remain undisclosed (No.  5.4.7 DCGK).

The total of supervisory board remuneration paid is shown in the remuneration reports, broken down by fixed and variable earnings. An itemization of the remuneration will in our view not provide any additional information of relevance to the capital market. This also applies for services provided personally by members of the supervisory board.

The shareholdings of members of the executive board and of the supervisory board of KRONES AG are not disclosed in the Corporate Governance Report (No. 6.6 DCGK).

In order to protect the legitimate interests and the privacy of the members of these bodies, we refrain from showing this information in the corporate governance report. In the annual report fo KRONES AG, however, we specify the shareholdings of the Kronseder family who are presented on the company’s executive and supervisory boards. 

The time limits set for publication of the consolidated financial statements of KRONES AG (within 90 days of the end of the financial year) and interim reports (within 45 days of the end of the reporting period) are currently not observed (No. 7.1.2. DCGK).“

The annual financial statements of KRONES AG are published within the framework of the statutory deadlines. We publish important key data of relevance to the capital market on the elapsed business year within the 90-day period.

Signed: management board and supervisory board, Neutraubling, 31st March 2010