DMG Mori : Notice of Convocation of the 75th 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, 2023

To Our Shareholders

106 Kitakoriyama-cho,

Yamato-Koriyama City, Nara

DMG MORI CO., LTD.

Masahiko Mori, President

Notice of Convocation of

the 75th Annual General Meeting of Shareholders

We hereby invite our shareholders to the 75th Annual General Meeting of Shareholders of DMG MORI CO., LTD. (the "Company"), which will be held as described below.

Please note that preventive measures against the spread of the novel coronavirus (COVID-19) will be implemented at the venue. We kindly ask for your cooperation if you attend in person. (For details, please refer to the attachment.)

In convening this General Meeting of Shareholders, the Company has taken measures for the electronic provision of information that consists of reference material, etc. (matters to be provided in electronic form). Accordingly, the reference material, etc. formerly delivered in paper together with this notice, is provided electronically and disclosed on our website.

Please access the following website to view the reference material, etc.: The Company's website:

https://www.dmgmori.co.jp/corporate/ir/stock/shareholders_meeting.html(in Japanese only)

The matters to be provided in electronic form are also disclosed on the website of the Tokyo Stock Exchange (TSE), which can be accessed at the following link.

Tokyo Stock Exchange website (Listed Company Search)1: https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do;jsessionid=00B070D0176EF890B48AEA7524BF1B512(documents partly in Japanese)

If you do not wish to attend the meeting in person, you may also exercise your voting rights in advance either in writing or via the internet. In case of exercising your voting rights in advance, please do so no later than 5:00 p.m. on Monday, March 27, 2023, after reviewing the Reference Material for the General Meeting of Shareholders.

1 How to use the website of Tokyo Stock Exchange:

1. Open the link, enter "DMG MORI" under [Issue name (company name)] or our securities code "6141" under [Code] and click [Search].
2. Select [Basic information] and then [Documents for public inspection/PR information].
3. Refer to "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" under "Filed information available for public inspection".

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• Date and time

• Venue

• Agenda

Tuesday, March 28, 2023 at 1:00 p.m. (Admission of attendees begins at 12:00 a.m.)

Grand Hall, DMG MORI YAMATO KORIYAMAJO HALL

211-3Kitakoriyama-cho,Yamato-Koriyama City, Nara

Matters to be reported:

1. Business Report, Consolidated Financial Statements and Non- consolidated Financial Statements for the 75th Fiscal Year (from January 1, 2022 to December 31, 2022)
2. Audit Reports of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board for the 75th Fiscal Year

Matters to be resolved:

Proposal 1: Appropriation of surplus

Proposal 2: Election of twelve (12) Directors

Proposal 3: Election of two (2) Audit & Supervisory Board Members

• About the matters to be provided in electronic form

In accordance with laws and regulations and Article 15 in the Articles of Incorporation of the Company, out of the matters to be included in the documents that contain the matters to be provided in electronic form, the following matters are disclosed on the websites of the Company and the Tokyo Stock Exchange. Accordingly, the following matters may only be viewed electronically and are not included if you requested the delivery of this notice and its reference materials, etc. in paper:

1. "Matters Concerning Stock Acquisition Rights" and "Company Organization and Policies" in the Business Report
2. "Consolidated Statements of Changes in Equity" and "Notes on Consolidated Financial Statements"
3. "Non-consolidatedStatements of Changes in Equity" and "Notes on Non- consolidated Financial Statements"

Please note that the documents that contain the matters to be provided in electronic form constitute a part of the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members for their audit report, and of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Financial Auditor for their audit report.

In the event of any modification to matters to be provided in electronic form the Company will release a notice and provide both the original and modified version on its website and on the Tokyo Stock Exchange website.

The Company's website: https://www.dmgmori.co.jp/corporate/ir/stock/shareholders_meeting.html(in Japanese only)

Tokyo Stock Exchange website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do;jsessionid=00B070D0176EF890B48AEA7524BF1B512(documents partly in Japanese)

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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

In consideration of the continuation of stable dividends, the operating results of the fiscal year, and the future business environment, the Company proposes to pay a year-end dividend for the current fiscal year as follows:

	Type of dividend		Cash

Allocation and total amount of the dividend assets

¥40 per common share of the Company Total amount of dividends: ¥5,022,974,840

Since the interim dividend in the amount of ¥30 has been distributed, the annual dividend for the current fiscal year would be ¥70 per share (total amount of dividends: ¥8,790,218,570).

	Effective date of dividends of		March 29, 2023
	surplus

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Proposal 2: Election of twelve (12) Directors

The terms of office of all ten (10) Directors will expire at the conclusion of this General Meeting of Shareholders. The proposal requests the election of twelve (12) Directors, which include five (5) External Directors, increasing the number of Directors by two (2) to strengthen the management system.

The candidates for Directors are as follows:

								Attendance at
	No.				Name	Position in the Company		Board of Directors
								meetings
1				Masahiko Mori	President	10/10
	2				Hiroaki Tamai	Executive Vice President	10/10
3		Hirotake Kobayashi	Executive Vice President	10/10
	4		Christian Thönes	Vice President	8/10
5		Makoto Fujishima	Vice President	10/10
	6				James Nudo	Vice President	10/10
7				Irene Bader	Senior Executive Officer		-
	8				Takashi Mitachi	External Director	10/10
9		Makoto Nakajima	External Director	10/10
	10		Hiroko Watanabe	External Director	10/10
11		Mamoru Mitsuishi	-		-
	12				Eriko Kawai	-		-
					Candidate for Director to be reelected
	Reelection
				Candidate for Director to be newly elected
	New election
					Candidate for External Director
	External
			Independent officer as defined by the stock exchange
	Independent

Reelection

Reelection

Reelection

Reelection

Reelection

Reelection

New election

Reelection

External

Independent

Reelection

External

Independent

Reelection

External

Independent

New election

External

Independent

New election

External

Independent

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No. 1

Masahiko Mori

Reelection

Date of birth

September 16, 1961

Number of the Company's shares held 3,591,485 shares

Attendance at Board of Directors meetings 10/10

Brief personal history, position, area of responsibility, and significant concurrent positions

Mar. 1985	Graduated from the Department of Precision Engineering,
	Faculty of Engineering, Kyoto University
Apr. 1985	Joined ITOCHU Corporation
Apr. 1993	Joined the Company
Jun. 1994	Director, General Manager, Planning / Management Office
	and International Affairs Department
Jun. 1996	Senior Director
Jun. 1997	Executive Director
Jun. 1999	President (incumbent)
Oct. 2003	Dr. Eng. of the University of Tokyo
Nov. 2009	Member of Supervisory Board, DMG MORI
	AKTIENGESELLSCHAFT
May 2018	Chairman of Supervisory Board, DMG MORI
	AKTIENGESELLSCHAFT (incumbent)

No. 2

Hiroaki Tamai

Reelection

Date of birth

March 20, 1960

Number of the Company's shares held

107,500 shares

Brief personal history, position, area of responsibility, and significant concurrent positions

Mar. 1983 Graduated from the Faculty of Commerce, Doshisha University

Mar. 1983	Joined the Company
Jun. 2003	Director, Executive General Manager, Administrative HQ
Jun. 2007	Senior Director, Executive General Manager, Administrative
	HQ
Jun. 2008	Executive Director, Executive General Manager,
	Administrative HQ
Jun. 2014	Executive Vice President, Director in charge of Sales and
	Engineering / Administration, Executive General Manager,
	Sales and Engineering HQ / Administrative HQ
Mar. 2016	Executive Vice President, Director in charge of
	Administration, Executive General Manager, Administrative
	HQ

Attendance at Board of	Feb. 2020	Executive Vice President, Director in charge of
Directors meetings		Administration / Production, Executive General Manager,
10/10		Administrative HQ (incumbent)

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