DMG MORI AKTIENGESELLSCHAFT: 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)