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DMG MORI AG

Governance Information Nov 1, 2022

119_cgr_2022-11-01_039a60b0-c1e4-49cf-9fd6-ca1ae016f796.pdf

Governance Information

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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):

  • $11$ Since the last declaration of compliance in November 2021, DMG MORI AKTIENGESELL-SCHAFT has complied with the recommendations of the "Government Commission on the German Corporate Governance Code" in the version of the Code dated December 16, 2019 after its publication in the Federal Gazette on March 20, 2020, however, with the exception listed below.
  • $2.$ DMG MORI AKTIENGESELLSCHAFT has complied with the recommendations of the "Government Commission on the German Corporate Governance Code" in the version of the Code dated April 28, 2022 since their publication in the Federal Gazette on June 27, 2022 and will continue to comply with them in the future, however, with the exception listed below:

Exception: Recommendation G.10 of the German Corporate Governance Codex

In accordance with G.10 of the German Corporate Governance Codex, the 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 AKTIENGESELL-SCHAFT 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. 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 2022

for the Executive Board:

Christian Thönes

for the Supervisory Board:

Dr.-Eng. Masahiko Mori

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