DEUTZ Aktiengesellschaft

Cologne

Annual General Meeting

on Wednesday, May 8, 2024

Notes concerning shareholders' rights pursuant to Section 121 (3) No. 3 AktG

Dear Shareholders,

The convening of the (virtual) Annual General Meeting for May 8, 2024, was published in the Federal Gazette at www.bundesanzeiger.de on March 27, 2024 ("Convening"). With the approval of the Supervisory Board, the Board of Management has decided on the basis of Section 20a of the Company's Statutes that the Annual General Meeting is to be held in the form of a virtual Annual General Meeting in pursuant to Section 118a (1) Sentence 1 of the German Stock Corporation Act (AktG), in other words, without the physical attendance of shareholders or their authorized representatives (with the exception of the Company's designated proxies) at the venue of the Annual General Meeting. The entire Annual General Meeting will be broadcast via audio and video webcast on a password-protected InvestorPortal for duly registered and authorized shareholders (see Section III. 3. of the invitation) on the day of the Annual General Meeting. The InvestorPortal can be accessed at:

www.deutz.com/en/investor-relations/annual-general-meeting/2024/

Shareholders or their authorized representatives may exercise their voting rights exclusively by electronic postal voting or by issuing power of attorney and instructions to the Company's designated proxies.

Below you will find notes concerning shareholders' rights pursuant to Section 121 (3) No. 3 AktG.

DEUTZ AG

The Board of Management

1. Additions to the agenda pursuant to Section 122 (2) AktG

Shareholders whose shareholdings together account for one twentieth or more of the issued capital or a proportion equivalent to € 500,000 of the issued capital or more may request that items be added to the agenda and be duly published. Each new item must be accompanied by the reasons for the item or a proposed resolution. The request must be submitted in writing to the Board of Management of DEUTZ AG.

The persons submitting the request must prove that they have held the shares for at least 90 days prior to the receipt of the request and that they will continue to hold the shares until the Board of Management has decided upon the request. Please refer to the rules in Section 70 AktG for the calculation of the length of time that shares have been held. Appropriate confirmation from the last intermediary (e.g. custodian bank) will suffice as proof.

Requests for additions to the agenda must reach the Company by no later than 24:00 hours (CEST) on April 7, 2024. Please send any such requests to the following address:

DEUTZ AG

The Board of Management (Vorstand)

Ottostrasse 1

51149 Cologne (Porz-Eil)

Germany

Unless they have already been published with the notice of the Annual General Meeting, any new additions to the agenda will be published on receipt of the request without delay in the German Federal Gazette and in media that can be assumed to distribute the information throughout the whole of the European Union. They are also published on the DEUTZ AG website at

www.deutz.com/en/investor-relations/annual-general-meeting/2024/

and communicated to the shareholders in accordance with statutory provisions.

The underlying statutory regulations are as follows:

"Section 122 (1) and (2) AktG (Convocation of a Meeting at the Request of a Mi- nority)

  1. The shareholders' general meeting shall be convened if shareholders whose share- holding in aggregate equals or exceeds one-twentieth of the share capital demand such meeting in writing, stating the purpose and the reasons of such meeting; such demand shall be addressed to the management board. The company's statutes may provide that the right to demand a shareholders' general meeting shall require another form or the holding of a lower proportion of the share capital. The persons submitting the

demand must prove that they have held the shares for at least 90 days prior to the receipt of the request and that they will continue to hold the shares until the management board has decided upon the request. Section 121 (7) shall apply accordingly.

  1. In the same manner, shareholdings whose shareholdings together account for one twentieth or more of the share capital or a proportion equivalent to € 500,000 of the share capital or more may demand that items be added to the agenda and be duly published. Each new item must be accompanied by the reasons for the item or a pro- posed resolution. The demand in the meaning of Sentence 1 shall be provided to the company at least 24 days, and in the case of listed companies at least 30 days, prior to the meeting; the day of receipt shall not be included in this calculation.

Section 121 (7) AktG (General)

  1. In the case of deadlines and dates that are calculated back from the meeting, the day of the meeting shall not be included in the calculation. Adjourning the meeting from a Sunday, Saturday, or a holiday to a preceding or following working day shall not be an option. Sections 187 to 193 of the German Civil Code (BGB) shall not apply accord- ingly. In the case of non-listed companies, the company's statutes may stipulate a dif- ferent calculation of the deadline.

Section 70 AktG (Calculation of the Shareholding Period)

If the exercise of rights arising from a share requires that the shareholder has been the holder of such share for a certain period of time, the right to demand transfer of title from a credit institution, a financial services institute, or an enterprise operating under Sections 53 (1) Sentence 1 or 53b (1) Sentence 1 or (7) of the German Banking Act (KWG), shall be deemed equivalent to ownership. The period during which the share was owned by a predecessor shall be attributed to the shareholder, provided that the shareholder has acquired the share without consideration from his or her fiduciary, as a successor in legal interest by operation of law, in connection with the liquidation of a community of interest, or as a result of a transfer of assets pursuant to Section 13 of the German Insurance Supervision Act (VAG), or Section 14 of the German Building Loan Associations Act (BausparkG).

2. Motions and election nominations from shareholders pursuant to Sections 126 (1) and 127 AktG

All shareholders have the right to submit countermotions to the proposals of the Board of Management and/or Supervisory Board on a specific item on the agenda and nominations for the election of Supervisory Board members or auditors, to the address below:

DEUTZ AG

The Board of Management (Vorstand)

Ottostrasse 1

51149 Cologne (Porz-Eil)

Germany

E-mail: ir@deutz.com

Countermotions and nominations addressed otherwise will not be taken into consideration.

Countermotions and nominations to be made accessible that are received by the Company at least 14 days prior to the Annual General Meeting, i.e. no later than 24:00 hours (CEST) on April 23, 2024, including the name of the shareholder, any reasons to be made accessible and any statement by the management, will be published without delay at

www.deutz.com/en/investor-relations/annual-general-meeting/2024/

Pursuant to Section 126 (4) AktG, countermotions and nominations by shareholders to be made available by the Company shall be deemed to have been made at the time they are made availa- ble.

The Company shall enable voting rights on these motions to be exercised as soon as the shareholders can prove that they meet the legal requirements or the requirements of the Statutes for exercising their voting rights (see Section III. 3 of the invitation). If the shareholder who has submitted the motion is not duly authorized and, if registration is required, has not duly registered for the Annual General Meeting, the motion does not have to be taken into consideration at the meet- ing.

Countermotions and nominations as well as other motions may also be submitted during the Annual General Meeting by means of video communication, in other words, as part of the right to speak.

The right to vote on such countermotions and nominations can be exercised in the InvestorPortal at

www.deutz.com/en/investor-relations/annual-general-meeting/2024/

The underlying statutory regulations are as follows:

"Section 126 AktG (Motions by Shareholders)

  1. Motions by shareholders together with the shareholder's name, the grounds, and any position taken by the management shall be made available to the persons entitled pursuant to Section 125 (1) to (3) under the conditions stated therein if at least 14 days before the meeting the shareholder sends to the address indicated in the notice con- vening the meeting a countermotion to a proposal of the management board and su- pervisory board relating to an agenda item. The day of receipt is not included. In the case of listed companies, access must be provided via the company's website. Section 125 (3) shall apply accordingly.
  2. A countermotion and its grounds need not be made accessible, if:
  1. the management board would make itself liable to prosecution by making it accessi- ble,
  2. the countermotion would lead to a resolution of the shareholders' general meeting that is illegal or contrary to the company's statutes,
  3. the statement of grounds contains obviously false or misleading information in es- sential points or if it contains insults,
  4. a shareholder's countermotion based on the same facts has already been made available to a shareholders' general meeting of the company in accordance with Sec- tion 125,
  5. the same countermotion of the shareholder on essentially identical grounds has al- ready been made available to at least two of the company's shareholders' general meetings in the last five years in accordance with Section 125, and less than one-twen- tieth of the share capital represented voted in favor of it at the shareholders' general meeting,
  6. the shareholder indicates that he or she will not attend the shareholders' general meeting and will not be represented, or
  7. the shareholder has not submitted a countermotion communicated to him or her, or has not had one submitted at two shareholders' general meetings in the last two years.

The statement of grounds need not be made accessible if it exceeds 5,000 characters in total.

  1. If several shareholders submit countermotions on the same subject of the resolu- tion, the management board may summarize the countermotions and the respective

statements of the related grounds.

  1. In the case of a virtual shareholders' general meeting, motions that are to be made accessible in accordance with paragraphs 1 to 3 shall be deemed to have been sub- mitted at the time they are made accessible. The company shall enable voting rights in relation to these motions to be exercised as soon as the shareholders can prove that they meet the legal requirements or the requirements of the statutes for exercising their voting rights. If the shareholder who has submitted the motion is not duly authorized and, if registration is required, has not duly registered for the shareholder's general meeting, the motion does not have to be taken into consideration at the meeting.

Section 127 AktG (Nominations by Shareholders)

Section 126 shall apply accordingly to a nomination by the shareholder for the election of either supervisory board members or auditors. Such nominations need not be supported by statements of the related grounds. The management board does not need to make the nomination accessible, including if the proposal does not contain the information pursuant to Section 124 (3) Sentence 4 and Section 125 (1) Sentence 5. The management board must include the following information in a nomination by a shareholder for the election of supervisory board members of listed companies to which the German Co-Determination Act (MitbestG), the German Coal and Steel Co-Determination Act (MontanMitbestG), or the German Supplementary Co-Determination Act (Mit- bestGErgG) apply:

  1. reference to the requirements of Section 96 (2),
  2. an indication of whether the overall fulfillment was objected to pursuant to Section
  1. (2) Sentence 3, and
  1. an indication of the minimum number of seats on the supervisory board that must be held by women and men in order to fulfill the minimum quota requirement pursuant to Section 96 (2) Sentence 1.

Section 124 (3) Sentence 4 AktG (Draft Resolutions)

Nominations for the election of supervisory board members or auditors must state their name, profession, and place of residence.

Section 125 AktG (Notifications for Shareholders and Supervisory Board Mem- bers)

  1. The management board of a company that has not exclusively issued registered shares must give notice of the convening of the shareholders' general meeting at least
    21 days before the meeting as follows:
  1. to intermediaries who hold the company's shares in custody,
  2. to shareholders and intermediaries who requested the notification, and
  3. to shareholders' associations that have requested notification or that exercised vot- ing rights at the last shareholders' general meeting.

The day of notification is not included in the calculation. If the agenda is to be amended in accordance with Section 122 (2), the amended agenda must be communicated in the case of listed companies. The notification must indicate the possibility of exercising voting rights through an authorized representative, including through a shareholders' association. In the case of listed companies, a nomination for the election of supervisory board members must be accompanied by information about their membership of other statutory supervisory boards; information about their membership of comparable domestic and foreign supervisory bodies of commercial enterprises is to be included.

  1. The management board of a company that has issued registered shares shall make the same notification to the shareholders entered in the share register at the beginning of the 21st day prior to the shareholders' general meeting, to shareholders and inter- mediaries who have requested the notification, and to shareholders' associations that have requested notification or that exercised voting rights at the last shareholders' gen- eral meeting.
  2. Each member of the supervisory board may request that the management board send them the same notifications.
  3. Each member of the supervisory board and each shareholder must be informed of the resolutions passed at the shareholders' general meeting upon request.
  4. The requirements of Implementing Regulation (EU) 2018/1212 shall apply to the content and format relating to the minimum content of information contained in notifica- tions pursuant to (1) Sentence 1 and (2). Section 67a (2) Sentence 1 shall apply ac- cordingly to (1) and (2). In the case of listed companies, intermediaries that hold the company's shares in custody are obligated in accordance with (1) and (2) to forward and transmit the information in accordance with Sections 67a and 67b, unless the in- termediary is aware that the shareholder receives such information from another source. The same shall apply to non-listed companies, with the proviso that the provi- sions of Implementing Regulation (EU) 2018/1212 shall not apply.

"Section 118a (1) Sentence 2 No. 3 AktG (Virtual Shareholders' General Meeting)

(1) [...] If a virtual shareholders' general meeting is held, the following requirements

must be met: [...]

3. shareholders connected electronically to the meeting are to be granted the right to submit motions and nominations by means of video communication at the meeting, [...].

Section 130a (5) Sentence 3 AktG (Right to Speak at Virtual Shareholders' General Meetings)

  1. [...] Motions and nominations pursuant to Section 118a (1) Sentence 2 No. 3, the request for information pursuant to Section 131 (1), questions pursuant to Section 131 (1d), and other questions pursuant to Section 131 (1e) may form part of the speech. [...]"

3. Right to submit statements pursuant to Section 130a (1) to (4) AktG

Shareholders who have duly registered for the Annual General Meeting and provided proof of their shareholding (see Section III. 3. of the convening notice), or their authorized representa- tives, have the right to submit statements relating to agenda items no later than five days before the meeting, not counting the day of receipt and the day of the Annual General Meeting, in other words, by 24:00 hours on May 2, 2024. Comments must be submitted in textual form in German via the InvestorPortal at

www.deutz.com/en/investor-relations/annual-general-meeting/2024/

Comments must not exceed 10,000 characters (including spaces). The Company will make the statements available to correctly registered shareholders via the Company's website no later than four days before the meeting, in other words, by 24:00 hours on May 3, 2024, stating the name of the submitting shareholder at

www.deutz.com/en/investor-relations/annual-general-meeting/2024/

Statements will not be made available if they exceed 10,000 characters (including spaces), if they contain insulting, criminally relevant, obviously false or misleading content, or if the shareholder indicates that he or she will not participate in the Annual General Meeting and will not be represented (Section 130a (3) Sentence 4 in conjunction with Section 126 (2) Sentence 1 Nos. 1, No. 3 or No. 6 AktG).

Motions, nominations, questions, or requests for information and objections to resolutions of the Annual General Meeting contained in statements will not be taken into consideration at the Annual General Meeting; the submission of motions and nominations, the exercise of the right to information, and the filing of objections to resolutions of the Annual General Meeting are only possible via the channels described in the invitation.

The underlying statutory regulations are as follows:

"Section 118a (1) Sentence 2 No. 6 AktG (Virtual Shareholders' General Meeting)

  1. [...] If a virtual shareholders' general meeting is held, the following requirements must be met: [...]

6. shareholders are to be granted the right to submit statements in accordance with Section 130a (1) to (4) by means of electronic communication, [...].

Section 130a (1) to (4) AktG (Right to Submit Statements at Virtual Shareholders' General Meetings)

  1. In the case of a virtual shareholders' general meeting, shareholders shall have the right to submit statements about agenda items prior to the meeting by means of elec- tronic communication using the address provided for this purpose in the notice conven- ing the meeting. This right may be restricted to shareholders who have duly registered for the meeting. The scope of statements can be appropriately limited in the notice convening the meeting.
  2. Statements must be submitted no later than five days before the meeting.
  3. Statements submitted must be made available to all shareholders no later than four days before the meeting. Access may be restricted to shareholders who have duly reg- istered for the meeting. In the case of listed companies, access must be provided via the company's website; in the case of Sentence 2, access may also be provided via a third party's website. Section 126 (2) Sentence 1 Nos. 1, 3 and 6 shall apply accord- ingly.
  4. Section 121 (7) shall apply to the calculation of the time limits specified in (2) and
  1. Sentence 1."

In addition, reference is made to Sections 121 (7) and 126 AktG reproduced above.

4. Right to speak pursuant to Sections 118a (1) Sentence 2 No. 7, 130a (5) and (6) AktG

Shareholders or their authorized representatives who are connected electronically via the In- vestorPortal to the Annual General Meeting have a right to speak at the meeting, which is exercised by means of video communication. From the start of the Annual General Meeting, shareholders or their authorized representatives can register speeches via the InvestorPortal at

https://www.deutz.com/investor-relations/annual-general-meeting/2024

This requires that the shareholder or their authorized representative submits a request to speak via the "Request to speak" button provided in the InvestorPortal. The chair of the meeting will explain the registration of requests to speak and the granting of the right to speak in more detail

at the Annual General Meeting.

The Company reserves the right to check the functionality of the video communication between the shareholder or authorized representative and the Company during the meeting and before the speech, and to reject it if functionality is not ensured.

In particular, the right to speak also includes the right pursuant to Section 118a (1) Sentence 2 No. 3 AktG to propose motions and nominations and to assert the right to information at the Annual General Meeting.

Pursuant to Section 19 (2) of the Company's Statutes, the chair of the meeting may impose reasonable time limits on the shareholder's right to ask questions and to speak at the Annual General Meeting. Furthermore, inappropriate contributions, especially those that violate penal regulations, may be excluded from the presentation.

The underlying statutory regulations are as follows:

"Section 118a (1) Sentence 2 No. 7 AktG (Virtual Shareholders' General Meeting)

  1. [...] If a virtual shareholders' general meeting is held, the following requirements must be met: [...]

7. shareholders connected electronically to the meeting are to be granted the right to speak at the meeting by means of video communication in accordance with Section 130a (5) and (6) [...].

Section 130a (5) and (6) AktG (Right to Speak at Virtual Shareholders' General Meetings)

  1. Shareholders connected to the meeting electronically are to be granted the right to speak at the meeting by means of video communication. The form of video communi- cation offered by the company must be used for the speeches. Motions and nomina- tions pursuant to Section 118a (1) Sentence 2 No. 3, the request for information pursu- ant to Section 131 (1), questions pursuant to Section 131 (1d), and other questions pursuant to Section 131 (1e) may form part of the speech. Section 131 (2) Sentence 2 shall apply accordingly.
  2. The company may reserve the right in the convening notice to check the function- ality of the video communication between the shareholder and the company during the meeting and before the speech and to reject it if such functionality is not ensured."

Section 19 (2) of the Company's Statutes reads as follows:

"The chair of the Annual General Meeting may impose reasonable time limits on the shareholders' right to speak and to ask questions."

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Deutz AG published this content on 02 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2024 10:40:05 UTC.