DMG Mori : Notice of Convocation of the 73rd Annual General Meeting of Shareholders

(Note) This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 6141

March 10, 2021

To Our Shareholders

106 Kitakoriyama-cho, Yamato-Koriyama City, Nara

DMG MORI CO., LTD.

Masahiko Mori, President

Notice of Convocation of the 73rd Annual General Meeting of Shareholders

We are pleased to announce the 73rd Annual General Meeting of Shareholders of DMG MORI CO., LTD. (the "Company"), which will be held as described below.

In order to prevent the infection of the novel coronavirus (COVID-19), the Company has implemented various measures for holding the General Meeting of Shareholders and, if you intend to attend the meeting in person, your cooperation with such measures is requested. (For details, please refer to the attachment.) In addition, you may also exercise your voting rights in writing instead of attending the meeting in person. If you exercise your voting rights in writing, please indicate your approval or disapproval on the enclosed Exercise of Voting Rights form and return the form to us no later than 5:00 p.m. (the end of the business day) on Friday, March 26, 2021 after reviewing the attached Reference Material for the General Meeting of Shareholders.

1.	Date and time:	Monday, March 29, 2021 at 1:00 p.m.
Reception for attendees begins at noon.
2.	Venue:	Grand Hall, DMG MORI YAMATO KORIYAMAJO HALL
211-3 Kitakoriyama-cho, Yamato-Koriyama City, Nara
3.	Agenda:

Matters to be reported:

• 1. Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements for the 73rd Fiscal Year (from January 1, 2020 to December 31, 2020)

• 2. Audit Reports of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board for the 73rd Fiscal Year

Matters to be resolved:

Proposal 1:	Appropriation of surplus
Proposal 2:	Election of ten (10) Directors
Proposal 3:	Election of one (1) Audit & Supervisory Board Member

4. Matters regarding disclosure on the Internet

Pursuant to the relevant laws and regulations and Article 15 of the Company's Articles of

Incorporation, out of the documents to be provided with this notice, the following ones are posted on the Company's website (https://www.dmgmori.co.jp/corporate/ir/stock/shareholders_meeting.html) and are not attached to this notice. Therefore, the documents provided with this notice constitute a part of the documents audited by the Audit & Supervisory Board Members and the Financial Auditor when preparing audit reports.

• 1. "Company Structure and Policies" of the Business Report

• 2. "Consolidated Statements of Changes in Equity" and "Notes on Consolidated Financial Statements"

• 3. "Non-consolidated Statements of Changes in Equity" and "Notes on Non-consolidated Financial Statements"

Reference Material for the General Meeting of Shareholders

Proposal 1:Appropriation of surplus

Details pertaining to the appropriation of surplus are as follows:

Matters relating to year-end dividends

It is proposed that the year-end dividend for the current fiscal year be paid in consideration of providing a stable return, the year's operating results, future operating environment and other aspects, as follows.

Type of dividends

Cash

¥10 per common share of the Company Total amount of dividends: ¥1,250,959,130

Allocation and total amount of the dividend assets

Since the interim dividend in the amount of ¥10 has been distributed, the annual dividend for the current fiscal year would be ¥20 per share (total amount of dividends: ¥2,499,244,290).

Effective date of dividends of surplus

March 30, 2021

Proposal 2:Election of ten (10) Directors

The terms of office of all ten (10) Directors will expire at the conclusion of this General Meeting of Shareholders. This proposal requests the election of ten (10) Directors, including four (4) External Directors.

The candidates for Directors are as follows:

No.

Name

Position in the CompanyAttendance at

Board of Directors meetings

1 2

Masahiko Mori

President

10/10 9/10

ReelectionChristian ThönesVice President

Reelection

3

Hiroaki Tamai

Executive Vice President

10/10

Reelection

4

Hirotake KobayashiExecutive Vice President

10/10

Reelection

5 6

Makoto FujishimaExecutive Director

10/10 10/10

ReelectionJames Nudo

Executive Director

Reelection

7

Tojiro Aoyama

External Director

10/10

Reelection External Independent

8

Makoto NakajimaExternal Director

10/10

Reelection External Independent

9

Takashi Mitachi

External Director

10/10

Reelection External Independent

10

Hiroko Watanabe

-

New election

-

External IndependentReelection External IndependentCandidate for Director to be reelected Candidate for External DirectorNew electionIndependent officer as defined by the securities exchangeCandidate for Director to be newly elected