Disclosure of inside information pursuant to Article 17 of Regulation (EU) No 596/2014 (Market Abuse Regulation – MAR)
of
DMG MORI AKTIENGESELLSCHAFT
Bielefeld
(ISIN DE0005878003)
Amount of compensation and settlement/cash exit compensation under the domination and profit-and-loss transfer agreement finally confirmed by the OLG of Düsseldorf
Bielefeld // DMG MORI AKTIENGESELLSCHAFT today became aware that the Higher Regional Court of Düsseldorf (Oberlandesgericht Düsseldorf) has confirmed the decision of the Regional Court of Dortmund (Landgericht Dortmund) in the award proceedings (Spruchverfahren) and today served its order on DMG MORI Europe Holding GmbH.
The award proceedings conducted in connection with the domination and profit-and-loss transfer agreement between DMG MORI AKTIENGESELLSCHAFT (hereinafter the "Company") as the controlled company and DMG MORI Europe Holding GmbH (formerly: DMG MORI GmbH) as the controlling company (concluded on 2 June 2016, effective upon registration in the commercial register on 24 August 2016) have thereby been concluded with final and binding effect.
By order dated 25 September 2026 (case no. I-26 W 2/23 [AktE]), the Higher Regional Court of Düsseldorf dismissed the appeals brought against the order of the Regional Court of Dortmund dated 23 March 2023 (case no. 18 O 74/16 [AktE]). It is therefore established with final and binding effect that:
The cash settlement (Barabfindung) offered under the domination and profit-and-loss transfer agreement pursuant to Section 305 of the German Stock Corporation Act (AktG) in the amount of € 37.35 per no-par-value share remains unchanged. No increase will take place.
The recurring compensation (Ausgleich) pursuant to Section 304 of the German Stock Corporation Act (AktG) is increased – as already decided at first instance – from € 1.17 gross to € 1.28 gross per no-par-value share (equivalent to € 1.11 net after deduction of corporate income tax and the solidarity surcharge at the respectively applicable rate).
DMG MORI AKTIENGESELLSCHAFT is not a party to the court award proceedings. DMG MORI Europe Holding GmbH has informed the Company that it will pay the additional amount resulting from the increase in the recurring compensation for the affected financial years to the outside shareholders entitled to such compensation. No additional payment will be made on the cash settlement, as it has been confirmed unchanged.
DMG MORI AKTIENGESELLSCHAFT
The Executive Board (Der Vorstand)
Disclaimer, Forward-looking statements
Company Profile // DMG MORI AG
DMG MORI AKTIENGESELLSCHAFT is part of DMG MORI.
DMG MORI is a leading global manufacturer of high-precision machine tools and is represented in 45 countries with 128 locations, including 18 production plants. In the “Global One Company”, around 13,500 employees are driving the development of holistic solutions in the manufacturing industry. Our portfolio covers sustainable manufacturing solutions based on the technologies Turning, Milling, Grinding, Boring as well as Ultrasonic, Lasertec and Additive Manufacturing. With technology integration, end-to-end automation and digitization solutions we make it possible to increase productivity and resource efficiency at the same time.
Forward-looking statements //
This (press) release contains forward-looking statements, which are based on current estimates of the management regarding future developments. Such statements are based on management's current expectations and certain assumptions. They are subject to risks, uncertainties and other factors, as well as to the effects of the war in Ukraine or other geopolitical conflicts, that could cause the actual circumstances, including the results of operations, financial position and net worth of DMG MORI AKTIENGESELLSCHAFT, to differ materially from or be more negative than those expressly or implicitly assumed or described in these statements. The business activities of DMG MORI AKTIENGESELLSCHAFT are subject to a range of risks and uncertainties, which may likewise render a forward-looking statement, estimate, or forecast inaccurate. Should one of these factors of uncertainty or other unforeseeable event occur, or should the assumptions on which these statements are based prove incorrect, the actual results may differ materially from the results expressed, expected, anticipated, intended, planned, aimed at, estimated, projected or implied in these statements. Forward-looking statements must not be understood as a guarantee or assurance of the future developments or events contained therein.
There are two companies using the name “DMG MORI”: DMG MORI AKTIENGESELLSCHAFT with registered office in Bielefeld, Germany, and DMG MORI COMPANY LIMITED with registered office in Tokyo, Japan. DMG MORI AKTIENGESELLSCHAFT is an affiliated company of DMG MORI COMPANY LIMITED. This release refers exclusively to DMG MORI AKTIENGESELLSCHAFT. If reference is made in this release to the "group" or “DMG MORI AG“, this refers exclusively to DMG MORI AKTIENGESELLSCHAFT and its controlled companies within the meaning of Section 17 of the German Stock Corporation Act (Aktiengesetz – AktG). If reference is made to "DMG MORI" or the "Global One Company", this refers to the joint activities of DMG MORI COMPANY LIMITED and DMG MORI AKTIENGESELLSCHAFT including all subsidiary companies.