Independence criteria for the Supervisory Board of KTM Industries AG to Austrian Corporate Governance Code

Status January 2015

The Supervisory Board has enacted guidelines to determine the independence of Supervisory Board members of KTM Industries AG in accordance with C-Rule 53 of the Austrian Corporate Governance Code:

Criterion 1: The Supervisory Board member was not a member of the Management Board or a top executive of KTM Industries AG or a subsidiary of KTM Industries AG in the previous five-year period.

Criterion 2: The Supervisory Board did not maintain any business ties with KTM Industries AG in the previous five-year period which may be considered significant in scope for a supervisory board member. This also applies to related party transactions with companies in which the Supervisory Board member has a considerable economic interest. Approval of individual transactions by the Supervisory Board pursuant to C-Rule 48 of the Austrian Corporate Governance Code does not automatically disqualify the Supervisory Board member as being independent.

Criterion 3: The Supervisory Board member was not an auditor of KTM Industries AG, a shareholder or employee of the auditing company over the previous three years.

Criterion 4: The Supervisory Board member is not a member of the managing board of another company, in which a member of the Management Board of KTM Industries AG serves on its Supervisory Board.

Criterion 5: The Supervisory Board member has not been on the Supervisory Board of KTM Industries AG for more than 15 years. This does not apply to Supervisory Board members who own more than a 10% stake in the company or who represent the interests of such a shareholder.

Criterion 6: The Supervisory Board member is not a close family member (direct descendant, spouse, common law spouse, parents, uncles, aunts, siblings, nieces and nephews) of a member of the Management Board of KTM Industries AG or of people who do not fulfill one of the other five criteria.

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