DMG MORI : Explanatory report of the Executive Board of DMG MORI AKTIENGESELLSCHAFT on the disclosures required in accordance with Section 289a, Section 315a of the German Commercial Code (Handelsgesetzbuch – HGB)​​​​​​​

M X

122nd Annual

General Meeting

Explanatory report of the Executive Board of DMG MORI AKTIENGESELLSCHAFT on the disclosures required in accordance with Section 289a, Section 315a of the German Commercial Code (Handelsgesetzbuch - HGB)

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Explanatory report of the Executive Board of DMG MORI AKTIENGESELLSCHAFT on the disclosures required in accordance with Section 289a, Section 315a of the German Commercial Code (Handelsgesetzbuch - HGB)*

In the following, the disclosures, which pursuant to Section 289a, Section 315a HGB were made in the management report or group management report of DMG MORI AKTIENGESELLSCHAFT, are explained.

Disclosures required by Section 289a, Section 315a HGB and Explanatory Report

DMG MORI AKTIENGESELLSCHAFT is a stock corporation under German law with registered office in Biele- feld and has issued shares with voting rights, which are listed on a regulated market within the meaning of Section 2 (7) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- and Übernahme- gesetz - WpÜG).

As to Section 289a No. 1, Section 315a No. 1 HGB

The share capital of DMG MORI AKTIENGESELLSCHAFT amounts to 204,926,784.40 € as of 31 December 2023. It is divided into 78,817,994 no-par value shares with a notional no-par value of 2.60 € per share.

The same rights and obligations are associated with all the shares. Each share grants one voting right at the annual general meeting of shareholders and is relevant for determining the shareholder's share in the company's profit. This excludes treasury shares held by the company, for which the company is not entitled to any rights arising out of the same. The rights and obligations of the shareholders arise in each case out of the regulations of the German Stock Corporation Act (Aktiengesetz - AktG), in particular out of Sections 12, 53a et seqq., 118 et seqq. and 186 AktG.

As to Section 289a No. 3, Section 315a No. 3 HGB

According to the notifications of voting rights disclosed, DMG MORI COMPANY LIMITED, Nara (Japan) held 88.23 % of the voting rights in DMG MORI AKTIENGESELLSCHAFT as of 31 December 2023.

DMG MORI AKTIENGESELLSCHAFT is not aware of any other direct or indirect equity investments in DMG MORI AKTIENGESELLSCHAFT in excess of ten percent of the voting rights and in existence as at 31 December 2023 or at the time this Explanation is made.

As to Section 289a No. 6, Section 315a No. 6 HGB

DMG MORI AKTIENGESELLSCHAFT is managed by the Executive Board and represented by the same with respect to third parties. The appointment and revocation of appointment of members of the Executive Board is regulated in Sections 84 and 85 AktG as well as in Section 31 of the German Co-Determination Act (Mitbe- stimmungsgesetz - MitbestG). In accordance with these acts, members of the Executive Board are appointed by the Supervisory Board for a maximum term of five years. A subsequent appointment or extension of the period of office is permissible in each case for a maximum of five years. According to Section 31 (2) MitbestG a majority of a minimum of two-thirds of the members of the Supervisory Board is necessary for the appointment of members of the Executive Board. Should such majority not be achieved, the appointment may take place pursuant to Section 31 (3) MitbestG in a second vote with a simple majority vote. Should the necessary majority not be achieved in this instance, a third vote shall take place in which likewise a simple majority vote shall be determining. However, in this case, the chairman of the Supervisory Board shall be entitled to two votes pursuant to Section 31 (4) MitbestG. Pursuant to Article 7 (1) of the Articles of Association of

* non-binding convenience translation

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DMG MORI AKTIENGESELLSCHAFT ("Articles of Association"), the Executive Board comprises several members. Moreover, Article 7 (2) of the Articles of Association provides that the Supervisory Board appoints the members of the Executive Board, determines their number and assigns their duties. Furthermore, the Supervisory Board may appoint a member as the chairman.

Pursuant to Section 179 (1) AktG, amendments to the Articles of Association require a resolution passed by the general meeting of shareholders which, insofar as the Articles of Association do not provide for any other majority, pursuant to Section 179 (2) AktG requires a majority of three-quarters of the share capital represented during the vote. Insofar as this involves an amendment to the object of the company, the Articles of Association may only provide for a larger majority. The Articles of Association make use in Article 15 (4) of the possibility of differing from this pursuant to Section 179 (2) AktG and provide that in principle resolutions are passed with a simple majority vote and, insofar as a capital majority is required, can be passed with a simple capital majority unless statutory provisions prescribe otherwise. In accordance with Article 10 (8) of the Articles of Association, the Supervisory Board is authorized to make amendments to the Articles of Association that only affect the wording. Any amendments to the Articles of Association will become effective in accordance with Section 181 (3) of the German Stock Corporation Act (AktG) upon registration in the Commercial Register.

The most recent amendment of the Articles of Association was based on a resolution adopted by the annual general meeting of DMG MORI AKTIENGESELLSCHAFT on 12 May 2023 and consisted an extension of Article 15 (10), 16 (3) of the Articles of Association, whereby the Executive Board is authorized to stipulate that annual general meetings held within five years of the amendment to the Articles of Association may be held as virtual Annual General Meetings.

As to Section 289a No. 7, Section 315a No. 7 HGB

Pursuant to Article 5 (3) of the Articles of Association, the Executive Board is as of 31 December 2023 authorized to increase the share capital in the period until 9 May 2024 with the consent of the Supervisory Board by up to a nominal amount of 102,463,392.20 € by issuing up to 39,408,997 new bearer shares through a single or several issues of new shares in return for cash and/or contributions in kind (authorized capital). The Executive Board is authorized to issue shares to company employees and to companies affiliated with the company within the meaning of Section 15 et seqq. AktG and in this respect to exclude subscription rights of shareholders with the consent of the Supervisory Board in respect to a partial amount of 5,000,000.00 €. Moreover, the Executive Board is authorized with the consent of the Supervisory Board to exclude subscription rights for capital increases in return for contributions in kind. In the event of cash capital increases, the subscription right may be excluded (i) if the issue price for the new shares as finally determined by the Executive Board is not significantly below the stock exchange price within the meaning of Sections 203 (1) and (2), 186 (3) sentence 4 AktG and the total proportionate amount of the share capital allocable to the new shares in respect of which the preemptive right is excluded does not exceed 10 % of the share capital (crediting other shares issued under exclusion of shareholders' preemptive rights against such limitation) either at the time when the authorization takes effect or at the time when it is exercised, and (ii) to use any residual amounts. The total number of shares that may be issued on the basis of this authorization under exclusion of shareholders' preemptive rights (with the exemption of the issue of shares to employees and the use of residual amounts) may not exceed 20 % of the share capital either at the time the authorization enters into force or at the time it is exercised. In accordance with the authorization certain other shares that may be issued under exclusion of shareholders' preemptive rights shall also be credited against such limitation.

The Executive Board has not used the mentioned authorizations during the reporting year.

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As to Section 289a No. 8, Section 315a No. 8 HGB

The relevant financing agreements of DMG MORI AKTIENGESELLSCHAFT concluded in early 2016 and extended ahead of schedule at the beginning of 2020 are subject to the condition of a change of control (meaning the acquisition either of (i) 30 % or more of the voting rights in DMG MORI AKTIENGESELLSCHAFT, if the participation interests of DMG MORI COMPANY LIMITED in DMG MORI AKTIENGESELLSCHAFT is or falls below 50 %, or (ii) 50 % or more of the voting rights in DMG MORI AKTIENGESELLSCHAFT (except by DMG MORI COMPANY LIMITED) or (iii) 50 % or more of the voting rights in DMG MORI COMPANY LIMITED). Thus, a change of control is precluded for as long as DMG MORI COMPANY LIMITED holds more than 50 % of the voting rights in DMG MORI AKTIENGESELLSCHAFT.

The change of control conditions comply with the agreements common in the market. They do not entail an automatic termination of the aforementioned agreements, but merely provide our contractual partners the possibility to cancel them in the event of a change of control.

Bielefeld, March 2024

DMG MORI AKTIENGESELLSCHAFT

Alfred Geißler

Hirotake Kobayashi

Michael Horn

DMG MORI AKTIENGESELLSCHAFT Gildemeisterstrasse 60, D-33689 Bielefeld Local Court Bielefeld HRB 7144

Tel: + 49 (0) 52 05 74 - 0

Fax: + 49 (0) 52 05 74 - 3273

E-Mail: [e-mail] www.dmgmori.com