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DMG MORI : Annual Report and Financial Statements 2025 of DMG MORI AKTIENGESELLSCHAFT
DMG MORI : Annual Report and Financial Statements 2025 of DMG MORI

About this update from Dmg Mori Aktiengesellschaft
Manufacturing the Future. ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 2 C ONTENT in Abstimmung DMG MORI AG ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 CONTENT Annual Report for the Financial Year 2025 of DMG MORI AKTIENGESELLSCHAFT Basis of the Company 04 Business Report 33 Opportunities and Risk Management Report 39 Forecast Report 46 Financial Statements for the Financial Year 2025 of DMG MORI AKTIENGESELLSCHAFT Balance Sheet 50 Income Statement 52 Fixed Asset Movement Schedule 53 Notes 54 DMG MORI AG group companies 73 Responsibility Statement 76 Independent Auditor's Report 77 Further Information List of Graphs and Tables 87 Forward-Looking Statements 88 Financial Calendar 89 Contact 89 Annual Report and Financial Statements 2025 DMG MORI AKTIENGESELLSCHAFT 3 ANNUAL REPORT in Abstimmung DMG MORI AG ANNUAL REPORT AND FINANCIAL STATEMENTS 2025 ANNUAL REPORT 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 33 Machine Tool Building Industry 33 Results of Operations, Financial Position and Net Worth 35 Employees 38 Overall Statement of the Executive Board on Financial Year 2025 38 Opportunities and Risk Management Report Opportunities Management Report 39 Risk Management Report 39 Forecast Report Overall Statement of the Executive Board on Future Business Development 2026 47 Business report information not reviewed for content Annual Report and Financial Statements 2025 DMG MORI AKTIENGESELLSCHAFT 4 ANNUAL REPORT Basis of the Company ANNUAL REPORT FOR THE FINANCIAL YEAR 2025 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 AG is provided in our ↗ Annual Report 2025 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 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 diversified 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 and space, data and semiconductors, die and mold, mobility and medical - and have different requirements. In 2025, the global manufacturing industry was still heavily influenced by exogenous factors, such as a fluctuating economy and the associated uncertainties in key sales markets. In addition, the global machine tool industry is undergoing dynamic change, characterized by increasing automation, digitalization, and growing demands for sustainability. In today's challenging market conditions, DMG MORI is responding to the change and increase in customer expectations with innovation leadership, a broad product portfolio, and 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. In combination with the basic machines, MX stands for the consistent further development of DMG MORI: from a machine manufacturer to a holistic, sustainable solution provider in the manufacturing industry, with the machine remaining the 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 Digitalization, 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 summary: DMG MORI stands for innovation, quality, and precision. People are always at the heart of our worldwide corporate strategy. 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. KEY FINANCIAL PERFORMANCE INDICATORS OF DMG MORI AKTIENGESELLSCHAFT (GERMAN COMMERCIAL CODE - HGB) actual 2024 Plan 2025 actual 2025 Sales Revenues EBIT 1) Investments in fixed assets / Intangible Number of employees (annual average) € 10.7 million around € 13 million € -26.5 million around € -38 million € 2.0 million around € 2.6 million 105 significant decline € 13.1 million € -38.8 million € 2.6 million 74 1) The definition of EBIT in this context is defined as the result prior the profit transfer from the subsidiaries as well as interest rates and taxes. DMG MORI AKTIENGESELLSCHAFT closed the financial year 2025 as planned. Sales revenue reached the target value of € 13.1 million. At € -38.8 million, EBIT was slightly below the forecast for the financial year 2025. The deviation is mainly due to unplanned currency losses, which could not be fully offset by savings in personnel costs and other operating expenses. Investments in intangible assets and, in particular, tangible assets at the Bielefeld site reached the planned figure of € 2.6 million. With effect from 1 January 2025, selected departments, such as the central finance department of DMG MORI AKTIENGESELLSCHAFT, were transferred to DMG MORI EMEA Holding GmbH (formerly: DMG MORI Europe Operations GmbH), a subsidiary of DMG MORI Europe Holding GmbH, Bielefeld. With the transfer, these departments provide services for DMG MORI AKTIENGESELLSCHAFT via a service contract. Furthermore, additional activities have been transferred from DMG MORI European Factories & IT GmbH, Bielefeld, to DMG MORI AKTIENGESELLSCHAFT. In total, the annual average number of employees decreased by 31 from 105 to 74 as a result of the transfer. 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 AKTIENGESELLSCHAFT, as a result of the domination and profit transfer agreement from 2 June 2016, is a dependent company whose shareholders have been promised compensation 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 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. 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 imple- menting 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 AG 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. page 12 et seqq. The remuneration of both the members of the Supervisory Board and of the Executive Board 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. 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 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. 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 until 31 December 2025. This corresponds to a quota of 50 %. Since 1 January 2026, the employee side has been represented by four female members. This corresponds to a quota of 66 %. 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 option of appointing an authorized representative of their choosing to exercise their voting rights on their behalf, or to assign them to a proxy who must exercise them in accordance with their instructions. It is also possible to obtain timely information about the Annual General Meeting online. All documents and information are made available to our shareholders online well ahead of the meeting date. Transparency We aspire to ensure corporate communications that offer the greatest possible transparency and currency for all target groups, including shareholders, investors, business partners, employees and the general public. Our website is continuously updated with information on the company's current affairs. Press releases, quarterly releases, financial reports and a detailed financial calendar are also published on the website. Compliance We are aware of our responsibility towards our business partners, shareholders and employees, as well as to the environment and to the society. With their best interest in mind, we are firmly committed to clear principles and values. This particularly includes the adherence to and compliance with statutory requirements and regulatory standards, voluntary commitments and our internal policies. Our compliance management system is tasked with warranting our continued alignment with our principles and values. Further information about our compliance management system can be found in the Sustainability Statement 2025 in accordance with CSRD guidelines and on our website. Accounting and Annual Audit For the reporting year, it was agreed with the financial auditing firm, PwC Pricewaterhouse-Coopers GmbH, Frankfurt am Main, that the Chairman of the Supervisory Board and the Chairwoman of the Finance and Audit Committee are to be immediately informed of any reasons for exclusion or bias that arise during the audit and cannot be remedied. In addition, the auditor shall also immediately report any findings and events that arise during the audit of the financial statements and consolidated financial statements that have a significant bearing on the work of the Supervisory Board. Moreover, the auditor informs the Supervisory Board, or points out in the audit report, any circumstances that are inconsistent with the declaration of conformity issued by the Executive Board and Supervisory Board under the Corporate Governance Code. Insurance for members of the Supervisory Board and the Executive Board of DMG MORI AG The group has taken out D & O insurance policies (management liability insurance) and legal expenses insurance policies for members of the Supervisory Board, Executive Board members and Managing Directors. The D & O insurance contains the deductible provided for in the code or in the pertinent statutory provisions. Shareholdings of the Executive Board and Supervisory Board Members Only one member of the Supervisory Board holds a significant indirect interest in DMG MORI AKTIENGESELLSCHAFT. Dr. Eng. Masahiko Mori holds shares in DMG MORI COMPANY LIMITED (Nara, Japan). DMG MORI COMPANY LIMITED indirectly holds 89.63 % interest in the share capital of DMG MORI AKTIENGESELLSCHAFT. Hence, Dr. Eng. Masahiko Mori is holding an indirect interest in DMG MORI AKTIENGESELLSCHAFT. Pursuant to Section 19 MMVO (German Market Abuse Regulations), members of the Supervisory Board and Executive Board, as well as other individuals, who are subject to reporting requirements, must notify both the company and the Federal Financial Supervisory Authority whenever they buy or sell, among others, shares or other securities of the company. The company is then required to immediately publish a corresponding notification. The relevant notices made by DMG MORI AKTIENGESELLSCHAFT can be accessed at any time on the company's website. Supervisory Board and Committees Pursuant to the articles of association, the Supervisory Board comprises twelve members. In accordance with the German Codetermination Act (Mitbestimmungsgesetz), there are six employee representatives, one of whom represents the executive staff, in addition to the six shareholders' representatives on the Supervisory Board. All Supevisory Board members (shareholders' representatives and employees' representatives) were elected until the end of the Annual General Meeting that will pass a resolution on the approval of the actions of the Supervisory Board for financial year 2025. page 70 et seqq. The members of the Supervisory Board are named in the ↗ Notes . The Supervisory Board held four meetings in financial year 2025. The Supervisory Board also reported on the scope of its work in the report of the Supervisory Board in the group annual report. In financial year 2025, three committees of the Supervisory Board of DMG MORI AKTIENGESELLSCHAFT held meetings: Six times the Finance and Audit Committee and three times the Personnel-, Nominations and Remuneration Committee, three times the Related Party Transaction Committee. The Supervisory Board reports on the scope of its work in the committees in its report in the group annual report. Remuneration Report The remuneration system and remuneration of the Supervisory Board and the Executive Board for financial year 2025 are presented in the following report. The Executive Board and the Supervisory Board are responsible for the annual preparation of the remuneration report according to Section 162 of the German Stock Corporation Act (AktG). In accordance with Section 162 (1) sentence 2 no. 1 AktG, remuneration is reported in the financial year in which the activity on which the remuneration is based was completed in full. Approval of the Remuneration Report by the Annual General Meeting 2025 At the Annual General Meeting on 9 May 2025, the remuneration report for financial year 2024, prepared and audited in accordance with Section 162 AktG, was approved by 97.96 %. There were no aspects to be considered with regard to the remuneration system or its implementation in the remuneration report. Supervisory Board Remuneration The Supervisory Board's remuneration is determined by the Annual General Meeting and governed by Section 12 of the Articles of Association of DMG MORI AKTIENGESELLSCHAFT. The remuneration system for the Supervisory Board was approved by the Annual General Meeting 2025 in accordance with Section 113 AktG. The components of the Supervisory Board remuneration include the fixed remuneration that each member of the Supervisory Board receives, compensation for committee work, as well as attendance fees for meetings. In financial year 2025, the fixed remuneration entitlement of each individual Supervisory Board member amounted to € 60,000. The chairman is entitled to the 2.5 times this amount (€ 150,000). The Chairman of the Supervisory Board Dr. Eng. Masahiko Mori as well as James V. Nudo and Irene Bader have waived their complete Supervisory Board remuneration. The vice chairman is entitled to 1.5 times this amount (€ 90,000). The entitlement from the base remuneration amounted to € 630,000 in total (previous year: € 630,000). The remuneration entitlements for committee work totaled € 252,000 (previous year: € 252,000) and took into consideration the work performed in the Finance and Audit Committee, in the Personnel, Nomination and Remuneration Committee and in the Committee for Transactions with Related Parties. The individual committee members were entitled to € 18,000. The committee chairpersons received an additional fixed remuneration of € 18,000. The members of the Supervisory Board and its committees receive an attendance fee of € 1,500 for each Supervisory Board and committee meeting they attend as a member. In financial year 2025, the total remuneration paid to the Supervisory Board amounted to € 1,008,000 (previous year: € 996,000). The total base remuneration and committee remuneration amounted to € 882,000 (previous year: € 882,000). The meeting attendance fees amounted to € 126,000 (previous year: € 114,000). REMUNERATION GRANTED AND PAYABLE TO THE SUPERVISORY BOARD Committee Committee remuneration: Committee remuneration Finance and Personnel, Nomination and remuneration: Committee for Base remuneration Audit Remuneration Transactions and committee Meeting in € Base remuneration committee (F&A) Committee (PNR) with Related Parties (TRP) remuneration total attendance fees Total Dr. Eng. Masahiko Mori 1) Chairman PNR - - - - - - 0 Ulrich Hocker 2) remuneration Chairman of the Supervisory Board Deputy chairman SB Chairman TRP 90,000 0 18,000 36,000 144,000 15,000 159,000 Irene Bader 3) - - - - - - 0 Prof. Dr.-Ing. Berend Denkena 4) 60,000 0 0 18,000 78,000 10,500 88,500 Prof. Dr. Annette Köhler Chairwoman F&A 60,000 36,000 0 0 96,000 15,000 111,000 James Victor Nudo 5) - - - - - - 0 Tanja Fondel 6) 12) 1 st Deputy chair 90,000 0 18,000 0 108,000 10,500 118,500 Stefan Stetter 7) Deputy chairman SB 90,000 18,000 0 18,000 126,000 19,500 145,500 Dietmar Jansen 8) 12) (AR member until 31 Dec. 2025) 60,000 18,000 0 0 78,000 15,000 93,000 Thomas Reiter 9) 12) 60,000 0 18,000 0 78,000 10,500 88,500 Larissa Schikowski 10) 60,000 0 18,000 0 78,000 10,500 88,500 Michaela Schroll 11) 12) 60,000 18,000 0 18,000 96,000 19,500 115,500 Total amount 630,000 90,000 72,000 90,000 882,000 126,000 1,008,000 13) Dr. Eng. Masahiko Mori is also a member of the F&A, Nomination and Mediation Committees. Dr. Eng. Masahiko Mori waives his Supervisory Board remuneration in full. Thus, Dr. Eng. Masahiko Mori has not received any Supervisory Board remuneration for 2025. Ulrich Hocker is also a member of the PNR as well as of the Nomination and the Mediation Committee. Irene Bader waives her Supervisory Board remuneration in full. Thus, Irene Bader has not received any Supervisory Board remuneration for 2025. Prof. Dr.-Ing. Berend Denkena is a member of the TRP. James Victor Nudo is a member of the F&A, PNR and Nomination Committee. James Victor Nudo waives his Supervisory Board remuneration in full. Thus, James Victor Nudo has not received any Supervisory Board remuneration for 2025. Tanja Fondel is a member of the PNR and the Mediation Committee. Stefan Stetter is a member of the F&A and TRP as well as the the Mediation Committee. Mr. Stetter transfers a significant part of his remuneration for his Supervisory Board activities to various charitable organizations. Dietmar Jansen is a member of the F&A. Thomas Reiter is a member of the PNV. Larissa Schikowski is a member of the PNV. Ms. Schikowski transfers a significant part of her remuneration for her Supervisory Board activities to various charitable institutions. Michaela Schroll is a member of the F&A and TRP Committees. These employee representatives transfer a significant or the majority of their remuneration for their Supervisory Board activities to the Hans Böckler Foundation, Düsseldorf. The total amount corresponds to the expenses of DMG MORI AKTIENGESELLSCHAFT for 2025. As the remuneration of the members of the Supervisory Board is not composed of variable but solely of fixed components, it is not necessary to determine a maximum total remuneration for the members of the Supervisory Board. In the reporting year, no loans and advances were granted to members of the Supervisory Board of DMG MORI AKTIENGESELLSCHAFT. Comparison of Annual Change in Supervisory Board Remuneration Table T.03 shows a comparison of the percentage change in the remuneration of Supervisory Board members with the earnings performance (EAT) of DMG MORI AKTIENGESELLSCHAFT and the average remuneration of the employees on a full-time basis compared to the previous year. - - -1.9 +1.0 - - -1.7 +/-0.0 +/-0.0 +/-0.0 - - +4.4 +2.6 +/-0.0 +/-0.0 +3.4 +3.3 +60.2 +1.7 -4.9 +1.7 -1.3 +1.3 COMPARISON OF ANNUAL CHANGE IN SUPERVISORY BOARD REMUNERATION in % 2021 against 2020 2022 against 2021 2023 against 2022 2024 against 2023 2025 against 2024 Dr. Eng. Masahiko Mori 1) - - - Ulrich Hocker +8.5 +8.2 +0.9 Irene Bader 2) - - - Prof. Dr.-Ing. Berend Denkena +4.4 +13.2 +/-0.0 Prof. Dr. Annette Köhler +3.6 +4.3 +1.4 James Victor Nudo 3) - - - Tanja Fondel +2.3 +9.3 +25.0 Stefan Stetter +5.2 +8.9 -1.0 Dietmar Jansen +0.4 +5.3 -3.3 Thomas Reiter - - - Larissa Schikowski +2.3 +9.3 +3.4 Michaela Schroll +6.6 +5.6 +1.3 EAT (DMG MORI AG group) 4) +64 +79 +6 EAT (DMG MORI AKTIENGESELLSCHAFT) 5) +8 +400 +1 Average employee remuneration 6) +2 +3 +4 +4 -1 -46 +114 -64 +288 Dr. Eng. Masahiko Mori has not received any Supervisory Board remuneration for 2025. Irene Bader has not received any Supervisory Board remuneration for 2025. James Victor Nudo has not received any Supervisory Board remuneration for 2025. 2025: € 187.6 million / 2024: € 87.5 million / 2023: € 163.2 million / 2022: € 153.4 million / 2021: € 85.6 million / 2020: € 52.1 million 2025: € 207.4 million (under HGB) / 2024: € 53.4 million (under HGB) / 2023: € 147.5 million (under HGB) / 2022: € 146.5 million (under HGB) / 2021: € 29.3 million (under HGB) / 2020: € 27.1 million (under HGB) Employee remuneration in Germany in the respective financial year (excluding Executive Board, trainees, apprentices and temporary staff / students). Executive Board Remuneration The remuneration system for the Executive Board is determined by the Supervisory Board. The Personnel, Nomination and Remuneration Committee develops recommendations for the Executive Board remuneration system, which the Supervisory Board also discusses and decides on in detail. The Personnel, Nomination and Remuneration Committee regularly reviews the Executive Board's remuneration system and presents relevant proposals to the Supervisory Board. The remuneration system is resubmitted to the Annual General Meeting for approval after significant changes, and in any case every four years. The remuneration system for the Executive Board of DMG MORI AKTIENGESELLSCHAFT is geared to promoting implementation of the company's business strategy and the sustainable and long-term development of the company. This is achieved in compliance with the statutory requirements and in consideration of competitive aspects. The remuneration system was prepared by the Supervisory Board by resolution of 24 November 2023 on the legal basis of the Implementation of the Shareholders' Rights Directive (ARUG II) and approved by the 122 nd Annual General Meeting on 30 April 2024. Essential Elements of the Remuneration System The system's fundamental structure abides by the following guiding principles: Extraordinary performances and successes should be rewarded adequately, while target shortfalls should result in a substantial reduction in remuneration ("pay-for-performance-orientation"). The collective performance of the Executive Board members should be promoted without constraining the entrepreneurial discretion of the individual members in their respective portfolio remits. Since important strategic goals can only be achieved in an interdisciplinary approach with the collaboration of all Executive Board members, short and long-term remuneration components result from different performance indicators to which the Executive Board members contribute. The remuneration system for the Executive Board members is consistently adaptable to the remuneration systems for other management and staff levels within the group. The remuneration of the Executive Board members should conform with market standards and reflect the size, complexity and strategic direction as well as economic situation of the company. This forms the basis on which Executive Board members are offered a competitive and market value remuneration package that keeps within the regulatory requirements and promotes the sustainable work of the Executive Board. This is intended to secure the best possible candidates for the Executive Board of DMG MORI AG, both now and in the future. The remuneration system adopted by the Supervisory Board conforms with the current requirements under the German Stock Corporation Act and in all essential aspects with the recommendations made in the German Corporate Governance Code (DCGK), with the exception that the long-term remuneration component is not share-based. In view of both the current domination and profit transfer agreement between DMG MORI AKTIENGESELLSCHAFT and DMG MORI Europe Holding GmbH, a wholly-owned subsidiary of DMG MORI COMPANY LIMITED and the low free float of the company's share, it was decided not to implement a remuneration component paid in shares or a share-based remuneration component. Adequacy of the Executive Board remuneration Following preparation by the Personnel, Nomination and Remuneration Committee, the Supervisory Board determines the amount of total target remuneration for the upcoming financial year for each Executive Board member based on the remuneration system. The total target remuneration for each Executive Board member is the sum of the base remuneration, the STI for 100 % target achievement, the LTI for 100 % target achievement and the pension contribution. In addition to being reasonably proportionate to the duties and performances of the Executive Board members, this in particular gives consideration to the economic position, the market environment, the success and the future prospects of the company. The Supervisory Board pays particular attention to assuring that the total target remuneration conforms with market standards. Market conformity is assessed on the basis of the following points: External benchmarking (horizontal conformity): The market conformity of the total remuneration is assessed on the basis of remuneration data from the 90 largest listed companies in Germany with DAX and MDAX listings. This horizontal market benchmarking considers the market position, size and complexity of DMG MORI AG with special emphasis on the position of the company within the comparison group (e. g., on the basis of performance indicators such as sales revenues, number of employees and earnings per share). Internal benchmarking (vertical conformity): In addition to the above, the development of the Executive Board's remuneration in proportion to the remuneration of the employees of DMG MORI AG is considered in an internal (vertical) benchmarking process. This comparison determines the proportion of the Executive Board's remuneration to the remuneration paid to the upper management and other employees and subjected to a market comparison. The determination of the total target remuneration gives special credit to the individual Executive Board member's function. The chairperson of the Executive Board, in particular, is awarded a higher total remuneration than the other Executive Board members. Malus and Clawback Provisions The Supervisory Board may withhold or demand repayment of the short-term and the long-term variable remuneration in the case of serious breaches of duty or compliance infringements. The same applies in cases of serious unethical conduct. In cases of grossly negligent or intentional breaches of a duty of care by a diligent business manager pursuant to Section 93 (1) AktG the company is further authorized to demand the Executive Board member repay all or part of the variable remuneration components (STI and / or LTI) paid for the relevant assessment period in which the breach of duty took place, or to withhold such payment before its remittance. A claim for repayment also arises if the Executive Board member's office tenure or employment has already ended at the time repayment is demanded. This is without prejudice to claims for damages against the Executive Board member. Early resignation of Executive Board Members If an Executive Board member resigns upon request by the Supervisory Board due to reasons not attributable to the Executive Board member's person or conduct, all outstanding LTI tranches will be paid to the member at the end of the initially agreed performance period. The same applies if an Executive Board member resigns from the Executive Board for other reasons outside of his responsibility (e. g. regular expiry or mutually agreed termination of the employment contract, or other contractually recognized reasons for resignation). This also includes the transition into early retirement and the Executive Board member's rejection of an offer of reappointment. If the company terminates an Executive Board member's employment for good cause, or if the Executive Board member terminates his employment contract without proper cause ("bad leaver"), all outstanding LTI allocations where the three-year reference period has not yet ended will be forfeited. Components of the remuneration system The remuneration of the Executive Board members of DMG MORI AKTIENGESELLSCHAFT consists of fixed and variable remuneration components. The fixed, non-performance-based remuneration consists of a base remuneration ("fixed amount"), fringe benefits and pension entitlements (in particular to the contribution-based retirement provisions). The short-term variable remuneration (STI) and the long-term variable remuneration (LTI) are performance-based variable amounts that depend on the achievement of specific measurable targets. Fixed remuneration components The fixed remuneration forms the basis for recruiting and retaining the highly qualified Executive Board members needed for the group's further development and implementation of its corporate strategy. The fixed remuneration consists of the base remuneration, fringe benefits and pension entitlements (contribution-based retirement provisions). Base remuneration: Each Executive Board member receives a fixed base remuneration. This is paid in twelve monthly installments. Fringe benefits: Fringe benefits and their maximum amounts are determined for each Executive Board member. These fringe benefits mainly include non-cash benefits from the company and other fringe benefits, particularly the provision of a company car but also insurance coverage. Retirement provisions: Each Executive Board member is granted a payment that must be used to add to his personal retirement provisions. The payment is for a certain amount to be invested in an external pension scheme (contribution-based retirement provision). Short-term variable incentive (STI) The STI is intended to motivate Executive Board members to achieve challenging and demanding financial, operational and strategic targets in the financial year. These targets reflect the corporate strategy of DMG MORI AG and aim at increasing the earnings and market position of the company. The one-year variable remuneration is linked to the achievement of key group figures in the respective financial year, particularly as it is connected to order intake and EBIT. An individual target amount is set for each member of the Executive Board. The target amount represents the initial value for determining performance-related payment after the end of the assessment period. A payment claim only arises at the end of the one-year assessment period and depends on if and how the targets have been achieved. The STI system is based on two target dimensions, which are assigned different weightings and can be adjusted through so called sustainability factors ("modifiers"). This considers both the market position (measured by the performance indicator "order intake"), as well as the earnings position (measured by the performance indicator "EBIT"). These company-specific targets are modified by a sustainability factor ("modifier"), which moves within a bandwidth from 80 % to 120 %. The sustainability factor is intended to reward the Executive Board's actions and successes that have made a contribution to sustainably securing the company's success. SHORT-TERM-INCENTIVE (STI) DIAGRAM Weighting 2/3 Weighting 1/3 Target achievement: 0 % - 200 % Corporate targets Weighting 1/4 Weighting 1/2 Weighting 1/4 Range: 80 % - 120 % Sustainability factor Cash payment Target amount Order intake EBIT (actual vs. plan) + (actual vs. plan) Investments Relative Investments in property, + market shares + in GLOBE plant & equipment AG/CO project × × = The target achievement levels for the STI 2025 result from the following key figures and factors for 2025 and are determined using the same criteria for all Executive Board members: Order intake is weighted at 1 / 3. This means that the STI includes one of the key financial figures of DMG MORI AG. The order intake component of the STI must reach a floor before it becomes relevant to bonus payments. This floor is a target achievement of 50 %. Reaching the target amount corresponds to a target achievement of 100 %. The component does not increase any further once a cap has been reached. This cap is a target achievement of 200 %. The following figure shows further target achievement details: STI: TARGET ACHIEVEMENT ORDER INTAKE 1/3 target achievement 200 % 150 % 100 % 50 % 0 % 2,000 2,500 2,750 3,000 Order intake in € million EBIT is weighted at 2 / 3. This means that the STI includes another key financial figure of DMG MORI AG. The EBIT component of the STI must reach a floor before becoming relevant to bonus payments. This is a target achievement of 50 %. Reaching the target amount corresponds to a target achievement of 100 %. The consideration of a bonus ends once a cap has been reached. This is a target achievement of 200 %. The following figure shows further target achievement details: STI: TARGET ACHIEVEMENT EBIT 2/3 target achievement 200 % 150 % 100 % 50 % 0 % 112.5 157.7 168.8 180.0 EBIT in € million The remuneration resulting from the achievement of targets is adjusted by three sustainability factors ("modifiers") defined as part of the bonus payment (80 %-120 %). These goals, on which the sustainability factor is based, include investments in property, plant and equipment, investments for the GLOBE project (SAP implementation) and the development of internal market shares and positions (order intake ratio for the DMG MORI AG group and DMG MORI COMPANY LIMITED). All sustainability factors can reach a level of 80 %-120 %. The factors, investments in property, plant and equipment and investments for the GLOBE project are each weighted at 25 %. The factor, development of internal market shares and positions is weighted at 50 %. They are intended to boost the Executive Board's efforts aimed at a sustainable management that delivers future growth. The following graphics show further details on target achievement: STI: TARGET ACHIEVEMENT INVESTMENTS IN TANGIBLE ASSETS (1/4) Factor 1.2 1.0 0.8 0 28.45 33.80 39.15 in € million STI: TARGET ACHIEVEMENT GLOBE INVEST 2025 (1/4) Factor 1.2 1.0 0.8 0 12.61 14.00 16.80 in € million STI: TARGET ACHIEVEMENT INTERNAL MARKET SHARE AG / CO. LTD. (1/2) Factor 1.2 1.0 0.8 0 71/29 75/25 79/21 AG/CO. LTD. in % Long-term variable incentive (LTI) The Executive Board's work is focused on a long-term, sustainable commitment to DMG MORI AG. It is the only way to promote sustainable growth and achieve a permanent increase in value. The three-year performance period helps to ensure that the Executive Board's decisions in the current financial year are also focused on the company's long-term development. Benefits from the LTI program are paid in cash on the basis of a indicator-based remuneration determined over an assessment period of three years ("performance period"). These benefits are paid in annual tranches. The LTI is based on two financial targets as well as measurable sustainability targets that are expressed in the form of a "modifier". The financial performance criteria represent the key management ratios of DMG MORI AG (Earnings After Tax - EAT - and service performance). In addition to that, the "modifier" with a bandwidth of 80 % to 120 % also incorporates the sustainability targets. An individual target amount is set for each member of the Executive Board. The target amount represents the initial value for determining performance-related payment after the end of the assessment period. A claim for payment only arises at the end of the three-year assessment period and depends on whether and to what degree the targets were achieved. LONG-TERM-INCENTIVE (LTI) DIAGRAM Weighting 1/3 Weighting 2/3 0 % - 200 % 0 % - 200 % Targets Weighting 1/2 Weighting 1/2 Range: 80 % - 120 % Modifier Cash payment Target amount EAT Service (3-yearØ) + Performance (3-yearØ) Carbon dioxide emissions PPR (Science Based Targets) + (incl. service) target × × = FY n FY n+1 FY n+2 The levels of target achievement result from the following key figures and factors and are determined using the same criteria for all Executive Board members: EAT is weighted at 2 / 3. This means that the LTI includes one of the key financial figures of DMG MORI AG. The EAT component of the LTI must reach a floor before becoming relevant to bonus payments. This floor is a target achievement of 50 %. Reaching the target amount corresponds to a target achievement of 100 %. The component does not increase any further once a cap has been reached. This cap is a target achievement of 200 %. The following figure shows further target achievement details: LTI: TARGET ACHIEVEMENT EAT 2/3 target achievement 200 % 150 % 100 % 50 % 0 % 100.0 150.0 175.0 200.0 EAT in € million (assessment period 2025 - 2027) Service performance over a period of three years is weighted at 1 / 3. This means the LTI includes a key performance indicator of DMG MORI AG. The service performance is the average number of service calls per machine under warranty over the last 12 months. The service performance component of the LTI must fall below a threshold value before becoming relevant to bonus payments. This threshold value is a target achievement of 80 %. Reaching the target figure corresponds to a target achievement of 100 %. It does not increase further after reaching the minimum value. This minimum value is a target achievement of 200 %. The following figure shows further target achievement details: LTI: TARGET ACHIEVEMENT SERVICE PERFORMANCE (1/3) target achievement 200 % 120 % 100 % 80 % 0 % 1.45 1.50 1.60 1,70 Service Performance (assessment period 2025 - 2027) The remuneration resulting from the targets achieved is adjusted (80 %-120 %) by two sustainability factors ("modifiers"), which are defined as part of the bonus payment. These sustainability targets include the reduction of carbon dioxide emissions (carbon dioxide emissions as defined by Science Based Targets) and the development of the PPR indicator (calculated for each year included: number of "Product Problem Reports" in the last twelve months with status completed and final adjusted divided by the number of "Product Problem Reports" issued in the last twelve months). A "product problem report" describes a customer complaint. Both sustainability factors can reach a level of 80 % - 120 % and are weighted at 50 % each. To secure the long-term and sustainable development, the targets are selected in consideration of the strategy. The following graphics show further details on target achievement: LTI: TARGET ACHIEVEMENT CO 2 EMISSIONS SCIENCE BASED TARGETS (1/2) Factor 1.2 1.0 0.8 0 751,066 790,596 853,844 (3 years average 2025 - 2027) in t CO 2 LTI: TARGET ACHIEVEMENT PPR COMPLETION RATIO (1/2) Factor 1.2 1.0 0.8 0 87 90 93 (over 3 years 2025-2027) in% Target and maximum amounts of remuneration The payment from the STI and LTI is limited in each case to a total of 200 % of the target amount. The maximum total remuneration of an Executive Board member is determined annually by the Supervisory Board on the basis of their target total remuneration and is the maximum amount of total remuneration for the respective bonus payment year, taking into account their fixed remuneration, short-term variable remuneration (STI), long-term variable remuneration (LTI) and retirement provisions. The maximum total remuneration for financial year 2023 was set at € 1,567 K for the CEO Alfred Geißler (table T.15 ). T.15 TARGET AND MAXIMUM REMUNERATION (REMUNERATION COMPONENTS 2023) Alfred Geißler in € 2023 (Actual) 2023 (MAX) Base remuneration 1) 538,043 538,043 STI 1) 723,288 723,288 LTI 2023-2025 1) 130,792 1,076,087 Pension 1) 175,000 175,000 These are pro rata amounts (26 May 2023 - 31December 2023) The maximum total remuneration is a CAP value. The CAP value is not necessarily the sum of the individual remuneration components. Total remuneration 1) 2) 1,567,123 1,567,123 The maximum total remuneration for the financial year 2025, including a pension scheme, for the CEO, Alfred Geißler, is € 2,600,000 or (whichever occurs first) 33 times the average annual income of a German employee, excluding a pension scheme for the CEO. For the financial year 2025, the maximum remuneration of € 2,600,000 including a pension scheme applies (table T.16 ). T.16 TARGET AND MAXIMUM REMUNERATION (REMUNERATION COMPONENTS 2025) Alfred Geißler in € 2025 (Target) 2025 (MAX) Base remuneration 900,000 € 900,000 € STI 600,000 € 1,200,000 € LTI 2025-2027 900,000 € 1,800,000 € Pension 300,000 € 300,000 € 1) The maximum total remuneration is a CAP value. The CAP value is not necessarily the sum of the individual remuneration components. Retirement provisions Total remuneration 1) 2,700,000 € 2,600,000 € The retirement provisions are a further foundation for recruiting and retaining the highly qualified Executive Board members required for the group's further development and implementation of the corporate strategy. The retirement provisions should be competitive on the market for highly qualified Executive Board members and provide an appropriate level of benefits. Retirement benefits were paid for the financial year in the form of a defined contribution-based retirement provisions for the following active and former members of the Executive Board: - Alfred Geißler: € 300 K p.a. The expenses for the contribution-based retirement provisions for all members of the Executive Board amounted to € 300 K in financial year 2025 (previous year: € 300 K). Remuneration for former members of the Executive Board In the reporting year, as part of direct pension obligations € 1,144 K (previous year: € 1,199 K) was paid to former members of the Executive Board and their surviving dependents, of which € 775 K went to Dr. Rüdiger Kapitza who left the Executive Board in 2016, as in the previous year. Remuneration of the Executive Board for financial year 2025 The target achievement for the short-term variable remuneration (STI) was 64 % for the performance indicator EBIT, and 84 % for order intake. The target achievement for the sustainability factor relating to the budget for investments in property, plant and equipment was 80 %, for the GLOBE project 100 % and for the relative market shares AG / CO 110 %, resulting in a weighted modifier of 100 % in total. The target achievement for short-term variable remuneration (STI) for 2025 was 71 %. The STI payment was limited to a total of 200 % of the target amount (cap). The target achievement for the long-term remuneration component (LTI tranche 2023-2025) is 200 % for the EAT key performance indicator (3-year average 2023-2025) and 200 % for the service performance key performance indicator. The target achievement for the sustainability factor for reducing carbon dioxide emissions was 112 % and for the development of the PPR key performance indicator was 120 %, resulting in a weighted modifier of 116 % overall. The target achievement for the 2023-2025 LTI tranche is 232 %. The payout from the 2023-2025 LTI tranche is capped at a total of 200 % of the target amount. Hirotake Kobayashi was appointed as a member of the Executive Board for the period from 1 January 2024 to 31 December 2026. Due to his existing employment relationship with DMG MORI COMPANY LIMITED, DMG MORI AG has not concluded an Executive Board employment contract with him. Hirotake Kobayashi does not receive any direct or indirect remuneration from DMG MORI AG and is therefore not covered by the remuneration system of DMG MORI AG. Accordingly, he is not listed in the remuneration tables of the remuneration report. With effect from 31 March 2024, Michael Horn left the company. Contrary to the compensation system, Michael Horn received a severance payment of € 3,300 K. All contractual payments for the future, including future STI and LTI tranches, are covered by the agreed severance payment. Advance payments already made (LTI tranche 2022-2024: € 429 K) cannot be reclaimed. The total remuneration of the Executive Board for financial year 2025 amounted to € 1,768 K (previous year: € 5,662 K). This includes € 913 K (previous year: € 4,373 K) in fixed, non-per-formance-related remuneration (base remuneration and fringe benefits as well as severance payments) and € 424 K (previous year: € 989 K) in short-term variable remuneration (STI) as well as € 300 K in contribution-based retirement provisions (previous year: € 300 K). Alfred Geißler will receive a payment from the 2023-2025 LTI tranche, which will be allocated on December 31, 2025, and paid out in 2026. The LTI tranche 2023-2025 will result in a calculated amount of € 1,085 K for Alfred Geißler. Taking into account the maximum remuneration for 2023, the payment from the LTI tranche 2023-2025 amounts to € 131 K. Severance agreements were concluded with all originally entitled members of the Management Board and lump-sum severance payments were made, which also included compensation for the LTI tranche 2023-2025. No loans were granted to members of the Executive Board of DMG MORI AKTIENGESELSCHAFT in the reporting year. The companies belonging to the DMG MORI AKTIENGESELLSCHAFT group did not pay any remuneration directly to members of the Executive Board for services provided personally, in particular consulting and mediation services. No Executive Board members were requested to repay any remuneration components. Malus and clawback provisions were not invoked. Table T.17 shows the granted and payable remuneration components for active and former Executive Board members in the respective financial year, including the corresponding relative share pursuant to Section 162 (1) sentence 1 AktG. The figures represent the base remuneration, fringe benefits and retirement provisions paid in the financial year. The table shows the STI 2025 and the LTI tranche 2023-2025 that will be paid in financial year 2026, but whose underlying activities were fully performed by the end of financial year 2025. T.17 REMUNERATION AS GRANTED AND PAYABLE (SECTION 162 (1) SENT. 1 AKTG) Alfred Geißler CEO Michael Horn Executive Board Member (until 31 March 2024) in € K 2024 2024 3) 2025 2025 3) 2024 2024 3) 2025 2025 3) Base remuneration 900 900 52 % 24 % - 7 % 31 % 17 % 100 % 150 10 3,300 3,460 - - - - - 3,460 100 % - - - - - - - - - - - - - - Fringe benefit 13 - 913 989 - - 989 300 2,202 13 - - - - - - - - - Severance payment - Total 41 % 913 STI 45 % 424 LTI 2022 - 2024 1) - - LTI 2023 - 2025 1) - 131 Total 45 % 555 Pension 2) 14 % 300 Total inflow (Remuneration pursuant to Section 162 (1) sent. 1 AktG) 1,768 in € K Executive Board total 2024 2024 3) 2025 2025 3) Base remuneration 1,050 900 Fringe benefit 23 13 Severance payment 3,300 - Total 4,373 77 % 913 52 % STI 989 18 % 424 24 % LTI 2022 - 2024 - - - - LTI 2023 - 2025 1) - - 131 7 % Total 989 18 % 555 31 % Pension 2) 300 5 % 300 17 % Total inflow (Remuneration pursuant to Section 162 (1) sent. 1 AktG) 5,662 100 % 1,768 100 % Amount including maximum remuneration for 2023 Payments for defined contribution pension plans The relative percentages stated here relate to the remuneration components "granted and payable" in the respective financial year pursuant to Section 162 (1) sentence 1 AktG. Table T.18 shows a comparison of the percentage change in the remuneration of Executive Board members with the earnings performance of DMG MORI AKTIENGESELLSCHAFT and the average remuneration of employees on a full-time equivalent basis compared to the previous year. These figures for the reporting year correspond to the total remuneration figures specified in the table "Remuneration granted and payable" pursuant to Section 162 (1) sentence 1 AktG. Earnings performance is generally presented on the basis of the development of the key figure EAT. T.18 COMPARISON OF ANNUAL CHANGE IN EXECUTIVE BOARD'S REMUNERATION (SECTION 162 (1) NO. 2 AKTG) 2021 against 2022 against 2023 against 2024 against 2025 against in % 2020 2021 2022 2023 2024 Alfred Geißler - - - +52 -20 Michael Horn 4) +50 +27 -13 +38 - EAT (DMG MORI AG-Konzern) 1) +64 +79 +6 -46 +114 EAT (DMG MORI AKTIENGESELLSCHAFT) 2) +8 +400 +1 -64 +288 Average employee remuneration 3) +2 +3 +4 +4 -1 2025: € 187.6 million / 2024: € 87.5 million / 2023: € 163.2 million / 2022: € 153.4 million / 2021: € 85.6 million / 2020: € 52.1 million 2025: € 207.4 million (under HGB) / 2024: € 53.4 million (under HGB) / 2023: € 147.5 million (under HGB) / 2022: € 146.5 million (under HGB) / 2021: € 29.3 million (under HGB) / 2021: € 27.1 million (under HGB) Employee remuneration in Germany in the respective financial year (excluding Executive Board, trainees, apprentices and temporary staff / students). Reason for the high percentage increase is a severance payment Research and development DMG MORI AKTIENGESELLSCHAFT is responsible for the research and development strategies and coordinates all research and development activities within the Group.The implementation is carried out at the group company level. The purpose of research and development at DMG MORI AG is to sustainably increase the value of our products for our customers. As a technology company, we offer concrete solutions for changing and increasing requirements with our comprehensive "Machining Transformation" (MX) strategy. MX is based on four pillars: process integration, automation, Digital Transformation (DX), and Green Transformation (GX). By integrating these four pillars as closely as possible, we offer our customers customized, scalable solutions for modern, sustainable, and efficient manufacturing. In the reporting year, together with DMG MORI COMPANY LIMITED, we presented 29 innovations - including 18 world premieres, 3 automation products, 6 digital innovations, and 2 technology cycles. As part of our MX strategy, Automation is a key component for efficiency, productivity, and faster amortization for our customers. Our automation portfolio includes solutions for workpiece, pallet, and tool handling, as well as digital solutions for workpiece, pallet, and tool management. We expanded our automation portfolio in the reporting year, for example with the new AMR 1000. This collaborative automation solution with a freely configurable layout complements the existing AMR series. With omnidirectional movement, a compact footprint, and a turning radius of 0 m, the AMR transports pallets weighing up to 1,000 kg. The platform serves as a basis for additional tasks such as tool handling or chip disposal. Communication takes place via a standardized interface. As one of the four pillars, Digital Transformation (DX) supports the implementation of our MX strategy with the machine tool at its center. With digital solutions along the entire value chain of our customers, we want to increase productivity in manufacturing and enable the Green Transformation (GX). In view of the shortage of skilled workers and the resulting increase in demand for lights-out manufacturing, we are focusing not only on automation but also on the concept of Software-Defined Machine Tools (SDMT), in which software controls, monitors, and optimizes machine functions in real time. We combine this approach in our latest human-machine interface, ERGO line X, with CELOS X. With the new "Guided Digital Tooling", CELOS X offers a solution for simplified and secure tool management. The combination of Tool Master and Tool Data Exchange allows tool data, among others, to be transferred directly from the setting device to the machine, eliminating the need for manual entry. This should make operation easier, even for less experienced employees. The solution ensures transparent, efficient, and error-free tool management along the entire process chain. With "on-demand" technology cycles, advanced machine functions can now be activated exactly when they are needed - without any upfront investment. This reduces costs, eliminates service calls for retroactive installations, and enables risk-free testing. Activation is carried out via my DMG MORI for selected cycles. The new solution is designed to increase flexibility and transparency through usage-based sharing with full control. Applications benefit from greater autonomy and faster responsiveness to production requirements. Full licenses, flexible spindle hour packages, or one-time test licenses are available. Deburring gear teeth is an important process step that DMG MORI has simplified with the new gearDEBURRING technology cycle. The cycle supports programming for straight and helical gears as well as internal gears. It is operated via a simple interface in which only the parameters of the gear, the deburring tool, and the machining strategy need to be defined. Depending on the tool geometry, the cycle uses the B axis for flexible chamfering. With the new Adaptive Drilling Control technology cycle, DMG MORI offers a user-oriented solution for deep hole drilling, especially in industries such as die and mold, aviation and space, and semiconductor manufacturing. Adaptive Drilling Control continuously adjusts the coolant supply and feed rate. This ensures that stable and precise machining is ensured even under extreme conditions. When developing our products, we also pay attention to sustainability and resource conservation. In line with our MX strategy, we want to enable efficient and thus energy-saving component manufacturing through process integration, automation, and the use of digital solutions. In addition, we equip our products with a range of solutions that enable resource-saving operation and which we are continuously developing further. For example, we apply innovative technologies for the demand-oriented operation of machine components, pay attention to the use of efficient assemblies, and utilize the energy from the braking processes of the drives. We also support users in energy-efficient operation by continuously creating transparency about energy consumption. This enables us to increase the energy efficiency of our machines in operation at the customers' sites (Scope 3 Downstream). The effectiveness of our energy efficiency measures and our calculation methods was once again confirmed by the renowned TÜV SÜD Industrie Service GmbH in the reporting year: DMG MORI was the first machine tool manufacturer in Germany to be awarded the TÜV SÜD EME certificate for its management system in 2023 and has been recertified annually ever since. We further strengthened and expanded our diversified product portfolio, which currently includes around 190 different machine models, with new products in the reporting year. Here are a few examples: - CTX 750|1250 - As the latest model in our sixth generation of CTX universal turning machines, the new CTX 750|1250 sets new standards in terms of performance, precision, and energy efficiency, and impresses with a wide range of equipment options. With a footprint of only around 12 m 2 , it can machine workpieces with a diameter of up to 700 mm and a length of up to 1,290 mm - more than comparable competitor machines. The interaction of the left and right spindles, optional Y-axis, and driven tools with up to 6,000 rpm enables 6-sided complete machining of demanding geometries. The rigid machine concept, wide linear guides, comprehensive cooling measures, and measuring systems from Magnescale contribute to increased precision. In addition, the CTX 750|1250 is equipped with our latest digitalization solutions, such as the ERGO line X Panel with CELOS X, and can be automated in a variety of ways. DMX 60 U / DMX 80 U - Based on the proven and robust design of our 3-axis vertical milling machines, DMG MORI has newly developed the DMX 60 U and DMX 80 U for 5-sided machining of complex workpieces weighing up to 350 kg. With travel distances of 800 × 600 × 510 mm on the larger model, the new universal machining centers cover a wide range of components in general mechanical engineering, die and mold, and other demanding industries. The monolithic machine bed made of solid cast components and the wide linear guides form the basis for meeting the demanding precision requirements and enable up to 45 % higher rigidity and up to 40 % higher dynamics compared to the previous model. Additional comprehensive measures ensure significantly increased thermal stability and thus permanently precise manufacturing. Direct position measuring systems and direct drives also ensure improved positioning accuracy. With numerous automation options, CELOS X, and measures for energy-effi-cient operation, the DMX 60 U and DMX 80 U are equipped for future-proof, sustainable manufacturing. DMV 200 - The new DMV 200 for workpieces weighing up to 3,000 kg has a larger travel distance of 2,000 mm in the X direction compared to the previous model. The improved monolithic machine bed and solid cast components ensure rigidity and accuracy. For improved performance, the machine has rapid traverse speeds of up to 42 m / min and a high-performance spindle with up to 430 Nm of torque, as well as a tool magazine with 30 standard slots. In addition, a high-speed spindle with up to 40,000 rpm is now available. The DMV 200 is suitable for heavy-duty machining, cast iron machining, titanium machining, and applications in the aerospace industry and mold making. Productivity can be easily increased with automation solutions such as PH 150, PH Cell, Robo2Go, and AMR. The machine is equipped with the ERGO line X Panel and CELOS X and can be flexibly adapted to customer-specific requirements. DMU 60 eVo 2nd Gen. - The new generation of the DMU 60 eVo sets standards in universal machining and enables a +30 % increase in precision and increased productivity, e.g., with a 20 % reduction in chip-to-chip time. Based on the special table kinematics, the proven machine concept of the 5-axis machine has been fundamentally further developed to meet the increasing demands for accuracy, dynamics, and flexibility. In doing so, we were able to achieve a 40 % larger working space on a 20 % smaller footprint. The machine integrates manufacturing processes such as milling and turning, gear milling using the gearSKIVING technology cycle, and grinding. Automation solutions enable optimized machine utilization around the clock. Modern control options - SINUMERIK ONE or HEIDENHAIN TNC 7 - as well as CELOS X support digital transformation. DMU/C 55 H TWIN - The new twin-spindle machine is based on the proven traveling column concept with three linear guides in the X-axis and cast components for high rigidity. The independence of all axes enables flexible compensation of tool length and radius compared to the competition. The high positioning accuracy of 5 µm, which is high in comparison to the competition, is ensured by directly driven ball screws and extensive cooling measures, among other things. The new machine integrates milling, turning, and grinding. Up to 214 tools are available per spindle in a wheel magazine. The table with continuous swivel bridge ensures stability even with heavy components. The DMU/C 55 H TWIN is operated via ERGO line X with Sinumerik ONE. 2025
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