DMG MORI AG — Governance Information 2020

Nov 1, 2020

DMG MORI

AKTIENGESELLSCHAFT

Compliance Statement

of the Executive Board and the Supervisory Board of DMG MORI AKTIENGESELLSCHAFT on the recommendations of the "Government Commission on the German Corporate Governance Codex" pursuant to Section 161 of the German Stock Corporation Act (AktG)

The Executive Board and Supervisory Board of DMG MORI AKTIENGESELLSCHAFT declare in accordance with Section 161 of the German Stock Corporation Act (AktG):

• Since the last compliance statement of November 2019, DMG MORI AKTIEN- $1.$ GESELLSCHAFT has complied with the recommendations of the "Government Commission on the German Corporate Governance Codex" in the version of the Codex dated 7 February 2017, published in the Federal Gazette on 24 April 2017.
• DMG MORI AKTIENGESELLSCHAFT has complied and will continue to comply $2.$ with the recommendations of the "Government Commission on the German Corporate Governance Codex" as amended on 16 December 2019, since their publication in the Federal Gazette on 20 March 2020, with the following exception
• In accordance with G.10 of the German Corporate Governance Codex, the $\bullet$ remuneration of the Executive Board shall be invested primarily in shares of the company or granted on a share basis. DMG MORI does not implement this recommendation, but has based the long-term remuneration component of the Executive Board on key figures which, in the opinion of the Supervisory Board, are of material importance for the long-term success of the company.

Share-based remuneration is not appropriate for DMG MORI, as DMG MORI AKTIENGESELLSCHAFT is a dependent company on the basis of the control and profit transfer agreement of 2 June 2016, whose shareholders are entitled to compensation and severance pay under the control and profit transfer agreement.

DMG MORI

AKTIENGESELLSCHAFT

The development of the company's share price is therefore not significantly influenced by the performance of the Executive Board and is therefore not an appropriate means of measuring the long-term remuneration of the Executive Board at DMG MORI.

Bielefeld, November 2020

for the Executive Board:

Christian Thönes

for the Supervisory Board:

Eng. Masahiko Mori