DEUTZ : Remuneration Report 2023

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REMUNERATION REPORT

OF DEUTZ AG PURSUANT TO SECTION 162 AKTG

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1. I. Review of 2023 from a remuneration perspective

1. II. Remuneration for Board of Management members

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91

92

92

93

95

99

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0

10

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1. General principles of the remuneration system
2. Remuneration system in 2023

1. Non-performance-relatedremuneration
2. Performance-relatedremuneration
3. 1. Short-termvariable remuneration (short-term incentive, STI)
   2. Long-termvariabel remuneration (long-term incentive, LTI)
   3. Overview of the variable remuneration granted and owed in 2023
   4. Miscellaneous

C. Amount of Board of Management remuneration in 2023

1. Remuneration for Board of Management members who were current members in the reporting year

1. 2. Remuneration of former members of the Board of Management
2. 3. Disclosures on the relative change in the remuneration of the Board of Management, the remuneration of the rest of the workforce, and the Company's earnings performance

106 III. Remuneration for Supervisory Board members

106 A. Remuneration system in 2023

106 B. Remuneration granted and owed in 2023

108 C. Disclosures on the relative change in the remuneration of the Board of Management, the remuneration of the rest of the workforce, and the Company's earnings performance

109 Auditors's report

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REMUNERATION REPORT | REVIEW OF 2023 FROM A REMUNERATION PERSPECTIVE | REMUNERATION FOR BOARD OF MANAGEMENT MEMBERS

The remuneration report provides details of the remuneration granted and owed to former and current members of the Board of Management and Supervisory Board of DEUTZ AG in 2023. It meets the requirements of section 162 of the German Stock Corporation Act (AktG).

I. Review of 2023 from a remuneration perspective

In accordance with the provisions of the AktG, the remuneration report for 2022 prepared jointly by the Board of Management and the Supervisory Board was submitted for approval to the Annual General Meeting of DEUTZ AG on April 27, 2023, at which it was approved with 73.10 percent of the votes. The resolution did not result in any need to amend the 2022 remuneration report. As part of the vote on the remuneration report, shareholders expressed criticism of individual aspects of the remuneration system. This mainly related to the existing option to grant special re- muneration, the inclusion of sustainability targets in variable remuneration, and the lack of an obligation for Management Board members to make personal investments. The Supervisory Board considered the shareholders' comments in detail and revised the existing remuneration system. The adapted system will be presented at the 2024 Annual General Meeting.

The composition of the Board of Management remained unchanged in the 2023 financial year.

Changes occurred to the composition of the Supervisory Board. With effect from April 27, 2023, Mr. Helmut Ernst, Ms. Melanie Freytag, and Mr. Bernd Maierhofer were elected as ordinary members of the Supervisory Board as shareholder repre- sentatives. On June 14, 2023, Mr. Ismail-Hilmi Kocer, Mr. Gottfried Laengert, and Mr. Hans-Jörg Schaller were elected as employee representatives, and on July 24, 2023, Ms. Katja Olligschläger was elected as a full member of the Supervisory Board. Supervisory Board members Ms. Sophie Albrecht, Dr.-Ing. Bernd Bohr, Mr. Yavuz Büyükdag, Mr. Hans-Peter Finken, Mr. Alois Ludwig, Ms. Corinna Töpfer-Hartung, and Mr. Ali Yener stepped down from the Supervisory Board in the 2023 financial year.

In addition to the personnel changes, a new remuneration system for the Supervisory Board was submitted to the vote at the 2023 Annual General Meeting. The Annual General Meeting approved the new remuneration system with 99.73 percent of the votes.

The remuneration report was jointly prepared by the Board of Management and the Supervisory Board and was audited in relation to its form and content by the auditor. & See Auditor's report on

p. 109.

1. Remuneration for Board of Management members

A. General principles of the remuneration system

The current remuneration system for the members of the Board of Management has applied since 2021. The system incorporates the statutory requirements and the recommendations in the version of the German Corporate Governance Code (DCGK) dated April 28, 2022. It comprises non-performance-related and performance-related remuneration components and supports the long-term, sustainable development of DEUTZ AG.

The aim of the remuneration system is to support the achievement of DEUTZ's strategic objectives and ensure that the members of the Board of Management are paid appropriately. In line with the corporate strategy, the remuneration system incentivizes the Board of Management members to achieve profitable growth and sustainable value creation. Long-term variable remuneration is higher than short-term variable remuneration in order to underscore the particular importance of DEUTZ AG's long-term development. To this end, it includes a share-based element.

The Supervisory Board of DEUTZ AG is responsible for the remuneration system and for setting the remuneration of the individual members of the Board of Management. It is supported by the Human Resources Committee, which prepares recommendations on the Board of Management remuneration system and carries out the preparatory work for the decisions of the Supervisory Board and for the review of the appropriateness of the level of remuneration.

The Supervisory Board has further developed the existing remuneration system. The revised system will apply from the 2024 financial year and will be submitted to the 2024 Annual General Meeting for approval. The following information relates to the remuneration systems applied in the 2023 financial year and in previous years.

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REMUNERATION REPORT | REMUNERATION FOR BOARD OF MANAGEMENT MEMBERS

B. Remuneration system in 2023

In 2023, the remuneration of the members of DEUTZ's Board of Management consisted of non-performance-related and performance -related remuneration components. The individual components of the remuneration system in 2023 are summarized in the following table:

Remuneration components

Support for long-term development

Structure in 2023

Non-performance-related remuneration

Basic remuneration

Additional benefits

Retirement pension

Forms the basis for attracting and retaining highly qualified Board of Management members who develop and implement the strategy

• Fixed remuneration paid in monthly installments
• Company car and insurance policies
• Annual contribution to a benevolent fund

Performance-related remuneration

Short-term variable remuneration		Rewards the degree to which the corporate		■ Plan type: target bonus
(bonus/STI)		strategy has been operationalized, including how		■ Performance criteria:
		forward-looking sustainability targets have been		-	30 % revenue
		implemented during a year		- 30 % EBIT
				-	25 % strategy target
				-	15 % sustainability target
				■ Payment cap: 150 % of target amount
				■ Term: one year
Long-term variable remuneration (long-term		Incentivization of the sustainable growth of		■ Plan type: virtual performance share plan
incentive, LTI)		DEUTZ AG and its value appreciation over the		■ Performance criteria:
		long term, bringing the interests of investors and		- 50 % relative total shareholder return (TSR)
		Board of Management members into line			compared to DAXSubsector All Industrial
					Machinery
				- 50 % return on capital employed (ROCE)
				■ Payment cap: 180 % of target amount
				■ Term: four years
Miscellaneous
Malus/clawback		Safeguards responsible corporate governance for		■ Option to reduce or claw back some or all of the
		the benefit of DEUTZ AG			variable remuneration in the event of a serious
					compliance violation

Special remuneration

Maximum amount of remuneration

Rewards special achievements in connection with exceptional (structural) events that were not factored into the strategic planning or that have a particularly strong impact on the Group

Limits remuneration to an amount that is high enough to motivate the members of the Board of Management but is not inappropriately high

• Option to grant special remuneration
• Limited to half of the annual basic remuneration and also limited by the maximum amount of remuneration
• Limit on the total remuneration granted for a year in accordance with section 87a (1) sentence 2 no.

• • AktG:
• Chairman of the Board of Management: €2,800,000
• Ordinary members of the Board of Management: €1,900,000

Cap on severance pay	Avoids excessive severance payments that are
	not in the interests of DEUTZ AG

• Severance payments are limited to twice the amount of annual remuneration and may not exceed the remuneration due for the remaining

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REMUNERATION REPORT | REMUNERATION FOR BOARD OF MANAGEMENT MEMBERS

B.1. Non-performance-related remuneration

Pension expense for Board of Management members The

pension expenses in 2023 are shown in the following table:

Non-performance-related remuneration is granted to the Board of Management members irrespective of their specific performance in relation to their targets and irrespective of the Company's performance. This remuneration comprises basic remuneration, additional benefits, and a retirement pension. The components of non-performance-related remuneration form the basis for attracting and retaining highly qualified Board of Management members who develop and implement the corporate strategy.

Dr. Sebastian C. Schulte (Chairman of the Board of Management)

Dr.-Ing. Petra Mayer

Dr.-Ing. Markus Müller

Timo Krutoff

Pension expense in FY 2023 (€ thousand)

150

50

50

50

Basic remuneration The basic remuneration is a fixed amount that is granted irrespective of the actual performance of

DEUTZ AG.

Additional benefits Each Board of Management member receives additional benefits in the form of non-monetary remuneration and other benefits. In 2023, the additional benefits for the members of the Board of Management comprised the provision of a company car that can also be used privately, the option of a driver for the car, and payment of insurance premiums for accident and D&O insurance policies.

Retirement pension The retirement pension for Board of Management members is structured as a defined contribution plan. For the Board of Management members, DEUTZ AG paid an amount into a reinsured benevolent fund in 2023 (pension expense). The amount for Mr. Krutoff's pension was paid into the benevolent fund for the first time in 2023. When they retire, the Board of Management members are entitled to the capital promised to them; this payment is made by the benevolent fund.

B.2. Performance-related remuneration

The following chapters describe the structure of the remuneration granted or owed. Remuneration granted is the remuneration for which the related (one-year or multiple-year) work has been performed in full (i.e. the performance period has ended, and the performance criteria have been met). Remuneration owed is when DEUTZ has a legal obligation to the Board of Management member that is due but has not yet been fulfilled.

The structure of the LTI promised in 2023 (2023-2026) is also described. Remuneration promised is the remuneration that is promised to the Board of Management members for 2023, irrespective of the timing of payment (target remuneration).

Aspect

Pension plan type

Start of retirement

Return

Payment options

Invalidity/Death

Details

Defined contribution pension plan

Standard retirement age is 65; earliest possible retirement age is 62 (provided that the statutory pension is also drawn)

The return depends on the policyholder dividend arrangements of the insurer. There is no guaranteed return, i.e. there is no return over and above what is agreed in the policyholder dividend arrangements.

An amount of capital is promised. In agreement with the Board of Management member, DEUTZ AG can agree a life-long annuity instead of a lump sum. This annuity is paid by the benevolent fund once there has been a pension trigger event.

Death before the start of retirement: the policy value is paid out. Benefits may also be paid in the form of a share of the valuation reserves.

Death after the start of retirement (applies only if a life-long annuity has been arranged): payment of ten times the annual annuity guaranteed from the start of retirement. Guaranteed annuities that have already been paid are deducted from this amount.

.

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REMUNERATION REPORT | REMUNERATION FOR BOARD OF MANAGEMENT MEMBERS

2.1 Short-term variable remuneration (short-term incentive, STI)

The bonus contributes to the Company's long-term development by specifying how the corporate strategy is to be implemented operationally during a year and rewarding its implementation. Success is assessed on the basis of financial, strategic, and sustainability performance criteria. The financial targets revenue and EBIT underpin the growth strategy of DEUTZ AG and its regional growth initiatives because together they incentivize the Board of Management members to contribute to profitable growth. The strategy target is based on the achievement of specific strategic initiatives. The sustainability target reflects the social and environmental responsibility of DEUTZ AG and is derived from the groupwide »Taking Responsibility« sustainability strategy, which forms part of the overall strategy.

Short term incentive

The target amount is the starting point for the STI. The target amount is multiplied by the total target achievement rate to obtain the amount payable. Total target achievement for the STI is the weighted sum of the rates of target achievement for the four performance criteria revenue, EBIT, strategy target, and sustainability target. For the 2023 financial year, the Supervisory Board has specified strategy target from the »Partnerships« category and a sustainability target from the »Alternative drives« and »HR development« categories.

The target values for the performance criteria are set by the Supervisory Board, and target achievement in respect of these values is determined by the Supervisory Board after the end of the performance period. If performance is below a threshold, target achievement for the relevant share of the STI is 0 percent. This may result in no STI being paid at all. Target achievement is limited to a maximum of 150 percent. Linear interpolation is applied between the aforementioned rates of target achievement.

Revenue Revenue is defined as the consolidated revenue calculated and audited in accordance with the accounting principles that apply to DEUTZ AG by law. Revenue has a weighting of 30 percent.

The minimum threshold, the target value corresponding to 100 percent target achievement, the cap, the actual value achieved in 2023, and the resulting rate of target achievement for the revenue performance criterion are shown in the following table:

STI 2023

		Revenue		Target achievement
Minimum threshold		€ 1,430 million		50 %
Target value		€ 1,825 million		100 %
Cap		€ 2,220 million		150 %
Ist-Wert		€ 2,104.8 million		135.4 %

If a value is achieved between the minimum threshold and the target value, target achievement is interpolated on a linear basis between 50 percent and 100 percent. If a value is achieved between the target value and the cap, target achievement is interpolated on a linear basis between 100 percent and 150 percent.

EBIT EBIT is defined as the consolidated earnings before interest and tax (EBIT) less income generated or expenses incurred that are outside the scope of the Company's ordinary business activities and are unlikely to recur (EBIT before exceptional items). It is calculated and audited in accordance with the accounting principles that apply to DEUTZ AG by law. EBIT has a weighting of 30 percent.

The minimum threshold, the target value corresponding to 100 percent target achievement, the cap, the actual value achieved in 2023, and the resulting rate of target achievement for the EBIT performance criterion are shown in the following table:

STI 2023

				Target
		EBIT		achievement
Minimum threshold		€ 40 million	50 %
Target value		€ 80 million	100 %
Cap		€ 120 million	150 %
Actual value		€ 120.4 million	150 %

If a value is achieved between the minimum threshold and the target value, target achievement is interpolated on a linear basis between 50 percent and 100 percent. If a value is achieved between the target value and the cap, target achievement is interpolated on a linear basis between 100 percent and 150 percent.

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Strategy target and sustainability target The strategy target for 2023 was selected from the »Partnerships« category and given a weighting of 25 percent. The sustainability target for the 2023 financial year was selected from the »Alternative drives« and »HR development« category and is given a weighting of 15 percent.

Ten individual targets were set for the strategy target and ten for the sustainability target. Examples of these individual targets, which are grouped into clusters, are shown in the following table:

Strategy targets for 2023 in the »Partnerships« category, derived from the growth and internationalization strategy

Target cluster		Examples of individual targets
Consolidation		Examination and specification of
		consolidation opportunities in the
		combustion engine sector; strategy
		development for the market launch of
		selected engine series

REMUNERATION REPORT | REMUNERATION FOR BOARD OF MANAGEMENT MEMBERS

Target achievement for the strategy target and sustainability target is measured by the number of individual targets that were reached in the relevant category in 2023. The correlation between the number of targets reached and target achievement is shown in the following table along with the actual rate of target achievement in 2023:

STI 2023

		Number of
		individual targets
		reached in
		the categories for the
		strategy target and		Target
		sustainability target		achievement
Minimum threshold		3		50%
Target value		5		100%
Cap		7		150%
Actual value: strategy target		8		150%
Actual value: sustainability	7	150%

»Green« sector

Service & Sales

Comprehensive further development of the »Green Expansion Concept«; solution for Torqeedo

Acquisition and start of integration of a location in South America; inorganic expansion of the service network in a selected region

Ex post changes to the performance criteria and target values for the performance criteria are not permitted. In accordance with the recommendation in G.11 DCGK, the Supervisory Board also has the option, in exceptional cases and where it is justifiable to do so, of taking extraordinary developments appropriately into account in the STI if such developments were not explicitly factored into the strategic planning and defined individual targets. As was also the case in 2022, the Supervisory Board did not

Supply chain	Establishment and expansion of a
	strategic partnership to enhance
	resilience

Sustainability targets for 2023 in the »Alternative drives« and »HR development« categories, derived from the sustainability strategy

Target cluster		Examples of individual targets
E-DEUTZ		Transfer of a system from pre-series to
		series development; acquisition of
		several new customer orders;
		conceptual design for the further
		development of the modular E-DEUTZ
		construction kit and transfer to series
		development

exercise this option in 2023.

Determination of the STI The determined target achievement rates are multiplied by the relevant weightings for the performance criteria and then added up to give the total target achievement. This is multiplied by the target amount to obtain the amount payable, which is limited to 150 percent of the target amount.

The following table summarizes the target amount, total target achievement, and the resulting amount payable under the STI

2023 for each member of the Board of Management:

Hydrogen

Human resources

Progress in the development of a hydrogen engine; delivery of several prototypes

Introduction of succession planning throughout the Group; introduction of a holistic talent management concept for selected functions throughout the Group, introduction of a Group-wide grading system for selected functions throughout the Group

STI 2023

		Dr.				Dr.-Ing.		Dr.-Ing.
		Sebastian		Timo		Petra		Markus
		C. Schulte		Krutoff		Mayer		Müller
Target amount
(€ thousand)	480	300	300	300
Total
target
achievement	145.6 %	145.6 %	145.6 %	145.6 %
Amount
payable
(€ thousand)		699		437		437		437

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REMUNERATION REPORT | REMUNERATION FOR BOARD OF MANAGEMENT MEMBERS

2.2 Long-term variabel remuneration (long-term incentive, LTI)

Long-term variable remuneration contributes to the Company's long-term development by rewarding implementation of the corporate strategy, its focus on sustainability, and the long-term increase in the value of DEUTZ AG on the basis of the original remuneration system that applied until 2020 and the new remuneration system that has applied to the Board of Management since 2021. Success is assessed using financial and share-based performance criteria derived from the strategy of

DEUTZ AG.

2.2.1 LTI (LTI 2020 - 2023)

In 2023, former Board of Management members Dr.-Ing. Hiller, Wellenzohn and Dr. Strecker were granted remuneration in connection with the LTI promised in 2020. The LTI promised in 2020 was promised in the form of virtual performance shares. The target amount is the starting point for the allocation.

Long-term Incentive (2020 - 2023)

At the start of the four-year term, the target amount was divided by the average DEUTZ AG share price (arithmetic mean of the Xetraclosing price during the last 60 trading days prior to the start of the performance period) in order to determine a number of virtual shares that are promised conditionally (virtual performance shares, VPSs). The start of the term was January 1, 2020. The average DEUTZ AG share price to be applied amounted to €5.48. The number of VPSs promised to the Board of Management member for 2020 is shown in the following table:

Number of virtual shares promised conditionally in 2020 to each Board of Management member

		Number of virtual
		shares promised
Board of Management member		conditionally in 2020
Dr.-Ing. Frank Hiller (until February 2022)	36,503
Dr. Andreas Strecker (until February 2021)	27,377
Michael Wellenzohn (until September 2022)	30,115

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REMUNERATION REPORT | REMUNERATION FOR BOARD OF MANAGEMENT MEMBERS

Entitlement to payment after expiry of the four-year performance period depends on whether one of the two performance criteria - share price increase or relative share price increase - has been met.

The LTI payment is limited to 150 percent of the target amount. Target achievement for the performance criteria is calculated as follows:

Share price increase To calculate the increase in the share price during the performance period, the price of DEUTZ shares on the stock exchange (average closing price of DEUTZ AG shares in Xetra trading on the Frankfurt Stock Exchange during the last 60 trading days prior to expiry of the performance period) is compared with the reference price (average closing price of DEUTZ AG shares in Xetra on the Frankfurt Stock Exchange during the 60 trading days prior to the allocation date). In this calculation of the share price increase, any gross dividends distributed up to the end of the vesting period are added to the market value of the DEUTZ shares.

The target value resulting in 100 percent target achievement and the actual value achieved in 2023 for the share price increase performance criterion are as follows:

LTI grant in 2023
		Share price increase
		in the period 2020 to
		2023		Target achievement
Minimum threshold	<30 %	0 %
Target value		≥30 %	100 %
Actual value in 2023	-18.3%	0 %

Relative share price increase To calculate the relative increase in the share price, the increase in the DEUTZ share price (see »Share price increase performance criterion«) is compared with share price performance on the MDAX.

The target value resulting in 100 percent target achievement and the actual value achieved in 2023 for the relative share price increase performance criterion are as follows:

LTI grant in 2023

		Difference between
		price increase of the
		DEUTZ share and
		MDAX index
		in the period 2020 to		Target
		2023		achievement
Minimum threshold		< 10 pp	0%
Target value		≥10 pp	100%
Actual value in 2023		-14.1 pp	0%

Ex post changes to the performance criteria and target values for the performance criteria are not permitted.

Determination of the LTI After the end of the performance period, it is determined whether entitlement to payment arose during the performance period. To calculate the amount of the cash payment after the end of the performance period, the final number of VPSs in the event of entitlement to payment is multiplied by the average DEUTZ AG share price (arithmetic mean of the closing price in Xetra trading on the Frankfurt Stock Exchange during the last 60 trading days prior to expiry of the performance period). The amount payable is limited to 150 percent of the target amount.

The following table summarizes various items of information, including the target amount, total target achievement, and the resulting amount payable for the LTI 2020-2023 for each member of the Board of Management to whom the LTI 2020-

2023 was granted:

LTI 2020-2023
		Dr.-Ing.		Michael		Dr. Andreas
		Frank Hiller		Wellenzohn		Strecker
Target amount		€ 200		€ 165		€ 150
	thousand		thousand		thousand
Allocation price		€ 5.48		€ 5.48		€ 5.48
Number of VPSs	36,503	30,115	27,377
Total target	0 %	0 %	0 %
achievement
Final number of	0	0	0
virtual shares
Closing price		€ 4.48		€ 4.48		€ 4.48
(including dividend)
Amount payable		€ 0		€ 0		€ 0

As the LTI 2019-2022 for Dr. Strecker also ended in 2023, the parameters for the LTI 2019-2022 that are relevant to the grant to Dr. Strecker are set out below. The underlying logic for the LTI, as described in this chapter 2.2.1, also applies to the LTI 2019- 2022 with regard to all parameters (i.e. plan type, performance period, performance criteria, and determination of amount payable). Furthermore, the target values for the performance criteria of the LTI 2019-2022 are the same as the target values described in this chapter for the LTI 2020-2023. Between March 1, 2019, and February 28, 2023, the increase in the DEUTZ share price amounted to -15.7 percent and the difference between the increase in the DEUTZ share price and share price performance on the MDAX (relative share price performance) amounted to -34.4 percent. Dr. Strecker's target achievement for the LTI 2019-2022 was therefore 0 percent.

LTI 2019-2022

		Dr. Andreas Strecker
Target amount		€ 125 thousand
Allocation price		€ 5.95
Number of VPSs	21,008
Total target achievement	0 %
Final number of virtual shares	0
Closing price (including dividend)		€ 5.02
Amount payable		€ 0

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REMUNERATION REPORT | REMUNERATION FOR BOARD OF MANAGEMENT MEMBERS

2.2.3 LTI ( ALLOCATION IN 2023)

The LTI promised in 2023 is promised in the form of annual tranches of VPSs. The target amount is the starting point for the promised LTI and totals between 63 percent and 69 percent of the Board of Management members' basic remuneration.

For 2023, the average DEUTZ AG share price amounted to €3.98. The number of VPSs promised to the Board of Management members for 2023 is shown in the following table:

At the start of the four-year term, the target amount is divided by the average DEUTZ AG share price (arithmetic mean of the XETRA closing price during the last 60 trading days prior to the start of the performance period) in order to determine a number of VPSs that are promised conditionally.

Board of Management member

Dr. Sebastian C. Schulte

(Chairman of the Board of

Management)

Timo Krutoff

Dr.-Ing. Petra Mayer

Dr.-Ing. Markus Müller

Promised LTI amount (target

• 587 thousand
• 370 thousand
• 370 thousand
• 370 thousand

Number of virtual shares allocated

147,413

92,918

92,918

92,918

The final number of VPSs depends on the aggregated rates of target achievement for the performance criteria return on capital employed (ROCE) and relative total shareholder return (relative TSR).

Target achievement for relative TSR is determined after the end of the performance period on the basis of the percentile ranking of DEUTZ AG within a TSR peer group. The target value for the ROCE performance criterion is set by the Supervisory Board. Target achievement for ROCE is determined once the relevant consolidated financial statements for the final year of the performance period have been approved by the Supervisory Board.

Long-term Incentive (2023 - 2026)

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