Joint reasoned opinion of the Executive Board and the Supervisory Board of DMG MORI SEIKI AKTIENGESELLSCHAFT regarding the public tender offer of DMG MORI SEIKI CO., LTD.

​​​​​​​Bielefeld. The Executive Board and Supervisory Board of DMG MORI SEIKI AKTIENGESELLSCHAFT, Bielefeld (ISIN DE0005878003) („Company“) today published their joint reasoned opinion pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz / WpÜG) on the offer document from DMG MORI GmbH, a subsidiary of DMG MORI SEIKI CO., LTD., Nara (Japan), published on February 11, 2015. Following an in-depth appraisal, the Executive Board and the Supervisory Board arrive at the opinion that the Offer Price for the shares in the Company of € 27.50 each can be considered as adequate, and both boards recommend acceptance of the offer to shareholders.

The appraisal is based on the necessity, as regarded by the Executive Board and the Supervisory Board, to safeguard in a timely manner the close cooperation of the Company with its partner and largest shareholder, DMG MORI SEIKI CO., LTD., by specific measures. This is to consolidate in the future the mutual benefits achieved so far and expected for the future from the cooperation.

The appraisal of the Executive Board and of the Supervisory Board is further supported by an expert business valuation by KPMG AG Wirtschaftsprüfungsgesellschaft which arrives at the conclusion that the enterprise value per share on the basis of the planning for DMG MORI SEIKI AKTIENGESELLSCHAFT and by use of a risk-adequate capitalization interest rate is below the offer price of € 27.50 as well as a fairness opinion by Deutsche Bank AG.

In addition, the Executive Board and Supervisory Board have taken into consideration further aspects which are described in more detail in their joint reasoned opinion.

DMG MORI SEIKI AKTIENGESELLSCHAFT
The Executive Board and Supervisory Board