DMG MORI : Annual Report and Financial Statements 2024 of DMG MORI AKTIENGESELLSCHAFT

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Annual Report and Financial Statements 2024 DMG MORI AG 2 C O N T E N T DMG MORI AG Annual Report and Financial Statements 2024 Annual Report CONTENT Financial Statements Further Information Annual Report for the Financial Year 2024 of DMG MORI AKTIENGESELLSCHAFT Basis of the Company 04 Business Report 32 Opportunities and Risk Management Report 38 Forecast Report 45 Financial Statements for the Financial Year 2024 of DMG MORI AKTIENGESELLSCHAFT Balance Sheet 49 Income Statement 51 Fixed Asset Movement Schedule 52 Notes 53 DMG MORI AG group companies 72 Responsibility Statement 75 Independent Auditor's Report 76 Further Information List of Graphs and Tables 86 Forward-Looking Statements 87 Financial Calendar 88 Contact 88 Annual Report and Financial Statements 2024 DMG MORI AKTIENGESELLSCHAFT 3 01 ANNUAL REPORT DMG MORI AG Annual Report and Financial Statements 2024 Annual Report ANNUAL REPORT Financial Statements Further Information Basis of the Company Strategy and Management System 04 Corporate Governance Statement pursuant to Section 289f of the German Commercial Code (HGB) 06 Remuneration Report 12 Research and Development 28 Business Report Overall Economic Development 32 Machine Tool Building Industry 32 Results of Operations, Financial Position and Net Worth 34 Employees 36 Overall Statement of the Executive Board on Financial Year 2024 37 Opportunities and Risk Management Report Opportunities Management Report 38 Risk Management Report 38 Forecast Report Overall Statement of the Executive Board on Future Business Development 2025 46 Business report information not reviewed for content Annual Report and Financial Statements 2024 DMG MORI AKTIENGESELLSCHAFT 4 ANNUAL REPORT FOR THE FINANCIAL YEAR 2024 × Basis of the Company ANNUAL REPORT FOR THE FINANCIAL YEAR 2024 DMG MORI AKTIENGESELLSCHAFT (HGB) BASIS OF THE COMPANY DMG MORI AKTIENGESELLSCHAFT, Bielefeld, and its controlled companies pursuant to Section 17 of the German Stock Corporation Act (AktG) form the group (hereinafter DMG MORI AG group). DMG MORI AG is part of the group (hereinafter DMG MORI or Global One Company) whose group parent company is the DMG MORI COMPANY LIMITED (hereinafter DMG MORI CO. LTD.) with headquarter in Tokyo. The sales revenues recognized for the parent company comprise primarily income from performing holding and service functions for the group as well as from rental income. The earnings position of DMG MORI AKTIENGESELLSCHAFT differs from that of the group in terms of level and structure. The earnings result essentially from the control and profit and loss transfer agreements with two domestic subsidiaries and from the income and expenses resulting from the holding functions. The present management report refers exclusively to DMG MORI AKTIENGESELLSCHAFT as the parent company. A detailed presentation of the DMG MORI group is provided in our ↗ Annual Report 2024 and in the consolidated financial statements and group management report contained therein, which were prepared in accordance with the International Financial Reporting Standards (IFRS), as adopted by the EU. The group annual report is published on the internet under ↗ en.dmgmori-ag.com/investor-relations. Strategy and Management System DMG MORI AKTIENGESELLSCHAFT, which has its headquarters in Bielefeld, manages the group centrally and across all functions as a management holding company. DMG MORI's goal is to be the world's largest and most respected international manufacturer of turning centers, machining centers, mill-turn centers, grinding and drilling machines and process automation, always focusing on maximum customer benefit. DMG MORI AG group consistently aligns its business activities with this goal. Our common objective is to support our customers along the entire value chain with innovative solutions - consisting of machine tools, automation, software, processes, peripherals and service. We offer a broad product portfolio to provide the entire manufacturing industry with optimized solutions in all areas, from small manufacturing companies to large corporations. Our customers come from a wide range of industries - such as aviation & space, semiconductor, medical, automotive, die & mold - and have different requirements. Annual Report and Financial Statements 2024 DMG MORI AKTIENGESELLSCHAFT 5 ANNUAL REPORT FOR THE FINANCIAL YEAR 2024 × Basis of the Company In 2024, the global manufacturing industry was still heavily influenced by exogenous factors, such as a fluctuating economy and the associated uncertainties in key sales markets, volatile raw material and energy costs, and the effects of the war in Ukraine and other geopolitical conflicts. In today's challenging market conditions, DMG MORI is responding to the change and increase in customer expectations with its Machining Transformation (MX) strategy. MX is based on the four pillars of Process Integration, Automation, Digital Transformation (DX) and Green Transformation (GX). By interlinking these four pillars as closely as possible, we provide our customers with tailored solutions for state-of-the-art, sustainable and efficient production. With MX, DMG MORI is systematically developing from a machine builder to a holistic, sustainable solution provider in the production industry. However, the following principle continues to apply: The machine is and remains our key focus. We promise our customers high-performance, high-precision and sustainable machines of outstanding quality and an all-round service. Through synergies from Process Integration, Automation and Digitization, MX is designed to help users unlock potential for sustainability and innovative growth. This is how we respond to the changes in our business environment, such as the increasing shortage of skilled workers and raw materials, and aim to provide our customers with a competitive advantage at every step of the value chain. In implementing our corporate strategy, the focus is on people. Qualified, motivated and satisfied employees are the basis for our success. This is why we work hard to be an attractive employer. Our group-wide "Mission Statement" forms the basis for our corporate culture, business practices and thus for our DMG MORI Code of Conduct. In order to accomplish our mission and achieve continuous improvement, we believe in an open feedback culture. Our HR strategy focuses on training, diversity, equal opportunities, flexible and innovative working environments, personnel development, occupational safety and an extensive health management program. The table T.01 provides an overview of key financial and performance indicators of DMG MORI AKTIENGESELLSCHAFT. T.01 KEY FINANCIAL PERFORMANCE INDICATORS OF DMG MORI AKTIENGESELLSCHAFT (GERMAN COMMERCIAL CODE - HGB) Sales Revenues EBIT 1) Investments in fixed assets / Intangible Number of employees (annual average) actual 2023 Plan 2024 € 13.4 million around € 10.6 million € -49.8 million around € -41.5 million € 1.0 million around € 0.8 million 116 approximately constant actual 2024 € 10.7 million € -26.5 million € 2.0 million 105 1) The definition of EBIT in this context is defined as the result prior the profit transfer from the subsidiaries as well as interest and taxes. DMG MORI AKTIENGESELLSCHAFT has successfully concluded the 2024 financial year. Revenue reached the target figure. EBIT improved significantly compared to the forecast for the 2024 financial year. The improved EBIT compared to the planning is mainly due to savings in the area of personnel expenses due to lower Executive Board remuneration and unplanned currency gains in the financial year 2024. At € 2.0 million, investments in intangible assets and, in particular, property, plant and equipment at the Bielefeld site were higher than the planned figure of around € 0.8 million due to necessary fire protection measures. While the average number of Annual Report and Financial Statements 2024 DMG MORI AKTIENGESELLSCHAFT 6 ANNUAL REPORT FOR THE FINANCIAL YEAR 2024 × Basis of the Company employees fell from 116 employees to 105 employees due to 11 employees leaving during the year, the number of employees as at the reporting date fell by 5 employees from 110 employees to 105 employees. Corporate Governance Statement pursuant to Section 289f of the German Commercial Code (HGB) Business Report information not reviewed for content Corporate Governance The Executive Board and Supervisory Board of DMG MORI AKTIENGESELLSCHAFT always act in accordance with good corporate governance and report on matters concerning corporate governance at DMG MORI AG in adherence to the German Corporate Governance Code. This is reflected in a responsible and transparent business management and corporate governance. Good corporate governance is an essential element of strategic thinking and action on all organizational levels throughout the group. In November 2024, the Executive Board and Supervisory Board issued a Compliance Statement pursuant to Section 161 of the German Stock Corporation Act (AktG). This statement confirms that DMG MORI AG complied with the recommendations of the "Government Commission on the German Corporate Governance Code" in the version dated 28 April 2022 and will continue to comply with them in the future, but with the following exception: Exception: Recommendation G.10 of the German Corporate Governance Code In accordance with G.10 of the German Corporate Governance Code, the majority of the Executive Board remuneration is to be paid in the form of company shares or a corresponding share-based arrangement. DMG MORI AG is not implementing this recommendation, but is rather basing the long-term remuneration components of the Executive Board on performance indicators the Supervisory Board has found to bear significant relevance on the company's success over the long term. Share-based remuneration is not suitable for DMG MORI AG, as DMG MORI AKTIENGE- SELLSCHAFT, as a result of the domination and profit transfer agreement from 2 June 2016, is a dependent company whose shareholders have been promised compensa- tion and settlement as part of the conclusion of the domination and profit transfer agreement. Thus, the Executive Board's performance does not significantly affect the company's share price performance and the latter is therefore not an appropriate means of measuring Executive Board long-term remuneration at DMG MORI AG. DMG MORI AG fully complies with the non-mandatory suggestions of the German Corporate Governance Code. The current declaration of conformity and the Corporate Governance Report, together with the declarations of conformity from previous years, are permanently accessible on our website. ↗ https://en.dmgmori-ag.com/investor-relations/corporate-governance/corporate-governance-overview Annual Report and Financial Statements 2024 DMG MORI AKTIENGESELLSCHAFT 7 ANNUAL REPORT FOR THE FINANCIAL YEAR 2024 × Basis of the Company Pursuant to Section 317 (2) sentence 6 German Commercial Code (HGB), the purpose of the audit of the statements made in the group declaration on corporate governance pursuant to Section 289f (2) and (5) and Section 315d German Commercial Code is limited to determining whether such statements have been made. Description of the work of the Executive Board and Supervisory Board and their committees Responsible Management of Opportunities and Risks The risk and opportunity management system of DMG MORI AKTIENGESELLSCHAFT is an integral part of the groupʼs current risk and opportunity management systems. Within the opportunity management system of the DMG MORI group, we mainly focus on key individual opportunities, macroeconomic and industry-specific opportunities, as well as corporate strategic and performance opportunities. Our group-wide risk management system comprises an early warning system, an internal control system [ICS), in accordance with German and Japanese legal requirements, and corporate insurance management. Our group-wide early warning system allows us to identify and manage risks to future development using a forward-looking approach. We define risk as a negative deviation from our projected earnings target (EBIT). We also take tax and interest rate risks into account. Our early warning system consists of five key components: A company-specific risk management manual, a corporate risk management officer at DMG MORI AKTIENGESELLSCHAFT level, local risk management officers at each group company, sector-specific risk assessments including the evaluation and prioritization of individual risks, and and the risk reporting system at group and subsidiary level with corresponding ad hoc reporting on risks threatening the existence of the company. The early warning system within the DMG MORI AG group is structured in such a way that material risks are systematically identified, assessed, aggregated, monitored and reported throughout the group. The risks of individual business units are identified on a regular basis using defined risk areas. All potential risks identified are analyzed and evaluated using quantitative measures. This also includes taking into account risk reduction measures. Risks threatening the existence of the group are reported immediately and not in the regular reporting cycle. In order to present the overall risk situation of the group, individual local and corporate risks, as well as group effects, are identified and aggregated. The aggregate expected value from the risks identified and assessed for the group is compared with the group's current equity and used to calculate the group's risk-bearing capacity. This is a key risk indicator. Annual Report and Financial Statements 2024 DMG MORI AKTIENGESELLSCHAFT 8 ANNUAL REPORT FOR THE FINANCIAL YEAR 2024 × Basis of the Company The Executive and Supervisory Boards are informed at regular intervals about the group's current overall risk situation and that of individual business units. They hold extensive discussions on the reasons for the current risk situation and the appropriate measures taken. The early warning system set up by the Executive Board in accordance with Section 91 [2) of the German Stock Corporation Act [AktG) is reviewed by the auditors, continuously developed within the group and adjusted on a regular basis in line with changing conditions. The DMG MORI group's current internal control system [ICS) is used to mitigate or eliminate manageable risks in business processes in day-to-day operations. Based on a documentation of essential business processes, manageable risks are identified and eliminated or reduced to an acceptable level by developing the group's organizational and operating structure and implementing adequate control activities. This is supported by the group' s current internal guidelines and instructions as part of the ICS. The effectiveness of the ICS is assessed on the basis of annual management testing. The ICS of DMG MORI AKTIENGESELLSCHAFT is structured to comply with both the requirements of German stock corporation law and those of the "Japanese Financial Instruments and Exchange Act" [J-SOX / Naibutousei). Our reviews of the company's internal control and risk management system and internal audit reports have not identified any significant issues indicating that these systems are inadequate or ineffective. Another aspect of risk management is the DMG MORI group's corporate insurance management, which strategically defines and hedges economically viable insurable risks across the group in close collaboration with DMG MORI COMPANY LIMITED. Cooperation between the Executive Board and Supervisory Board The Executive Board and Supervisory Board work together closely in the best interest of the company. The Executive Board coordinates the strategic direction of the company with the Supervisory Board and informs the Supervisory Board regularly, timely and comprehensively about all questions pertaining to the strategy, business development, risk position, risk management and compliance that are of relevance for the company. Any deviations in the course of business from the established plans and goals adopted by the group are investigated and explained. The Executive Board forwards the half-year reports and quarterly releases to the Finance and Audit Committee and discusses these reports and releases with the Finance and Audit Committee before their publication. The Articles of Association and the Rules of Procedure require the Supervisory Board's approval for a wide range of business transactions proposed by the Executive Board. The remuneration of both the members of the Supervisory Board and of the Executive Board page 12 et seqq. is presented in detail in the ↗ Remuneration Report - as part of the Business Report of DMG MORI AKTIENGESELLSCHAFT. The Supervisory Board and Executive Board work together to ensure long-term succession planning. The Supervisory Board has set an age limit of 70 years for the (re-)appointment of Executive Board members. Annual Report and Financial Statements 2024 DMG MORI AKTIENGESELLSCHAFT 9 ANNUAL REPORT FOR THE FINANCIAL YEAR 2024 × Basis of the Company Composition Targets of the Supervisory Board The Supervisory Board adopted specific targets for its composition pursuant to Section C.1 DCGK (German Corporate Governance Code): The Supervisory Board should continue to be composed of the unchanged number of shareholder representatives with experience in the management or governance of companies with global operations; Consideration of employees from important areas of DMG MORI AG on the employee representatives' side; Knowledge about DMG MORI AG and key markets for DMG MORI AG, as well as knowledge about technical contexts and technology management should be taken into consideration; Specialist knowledge and experience in the application of accounting principles, internal monitoring procedures and compliance processes should be given consideration; At least two male and two female Supervisory Board members should be among the shareholder representatives as well as the employees' representatives; A least 50 % of all Supervisory Board members should be independent; Avoiding conflicts of interest; An upper age limit of 75 years at the time of election to the Supervisory Board should be observed; limit of five office terms; Nominations for future composition of the Supervisory Board should also look, in particular, to the interests of the company, while observing the aforementioned objectives. The re-election of the Supervisory Board in May 2023 meant that the Supervisory Board again met its gender quota targets in financial year 2023. It also complied with recommendation C.7 of the German Corporate Governance Code on the independence of at least 50 % of Supervisory Board members. In the reporting year, the Supervisory Board reviewed the necessary qualifications and also defined the competencies for the entire board. Taking into account the shareholder structure and the current domination and profit transfer agreement dated 2 June 2016, the shareholder representatives expect at least 3 members of the shareholder side to be independent. Diversity The diversity culture lived out at DMG MORI AG allows our employees to become involved e. g. in the group's international projects. This cultural exchange promotes personnel diversity and improves performance. At DMG MORI AG, all employees and applicants are treated and valued Annual Report and Financial Statements 2024 DMG MORI AKTIENGESELLSCHAFT 10 ANNUAL REPORT FOR THE FINANCIAL YEAR 2024 × Basis of the Company equally, regardless of nationality or ethnic origin, gender, age, religion, sexual orientation or physical impairment. The Executive Board has manifested this equal opportunity through the Code of Conduct of DMG MORI. In the reporting year, the Supervisory Board of DMG MORI AG was composed of five female (42 %) and seven male (58 %) members. Overall, the Supervisory Board members belong to four different nationalities. The average age was 58 years. In the reporting year, the Executive Board was composed exclusively of male members. Overall, the Executive Board members belong to two different nationalities. After the resignation of Michael Horn as of 31 March 2024, the average age was 68 years. Statutory Gender Quota Requirements Taking into account the Act on Equal Participation of Men and Women in Executive Positions in Private Business and the Public Sector, the Supervisory Board passed a resolution on 5 May 2022 specifying that a quota of 20 % of the Executive Board of DMG MORI AKTIENGESELLSCHAFT is to be occupied by female members of staff by 30 June 2027. As a result of flat hierarchies, there is only one management level below that of the Executive Board at DMG MORI AKTIENGESELLSCHAFT. On 13 June 2022, the Executive Board agreed on a target female quota of 15 % for this management level. This target is to be achieved by 30 June 2027. With regard to the Supervisory Board, the statutory quota of 30 % has been met consistently since the Supervisory Board elections in 2023. The shareholders' and employees' representatives have decided to meet the legal requirements separately from each other. Two female members have been among the shareholder representatives of the Supervisory Board since the Supervisory Board's election. This corresponds to a quota of 33 %. Three female Supervisory Board members have been among the employees' representatives since the Supervisory Board's elections. This corresponds to a quota of 50 %. Prevention of Conflicts of Interest Members of the Executive Board and Supervisory Board are obliged to act in the best interests of the company. The members of the Executive Board and of the Supervisory Board are prohibited from pursuing personal interests in their decisions and in connection with their office, from pursuing business opportunities the company is entitled to for their own interests, and from granting undue advantages to other persons. Any conflicts of interest that may arise from these and other situations must be immediately disclosed to, assessed by and if necessary, authorized by the Supervisory Board. The Supervisory Board reports to the Annual General Meeting on any conflicts of interest and how they are dealt with. Shareholders and Annual General Meeting Our shareholders exercise their rights at the occasion of the Annual General Meeting. The Annual General Meeting adopts resolutions, among others, on the granting of discharge to the Supervisory Board and Executive Board, as well as on the election of the auditor of the annual financial statements and proposed amendments of the Articles of Association. In the reporting year, shareholders were able to personally exercise their voting rights at virtual Annual General Meeting. Shareholders who are unable to attend a virtual Annual General Meeting are offered the Annual Report and Financial Statements 2024 DMG MORI AKTIENGESELLSCHAFT

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