DEUTZ : Notice of the Annual General Meeting

________

ANNUAL

GENERAL MEETING 2024

DEUTZ AG

DEUTZ Aktiengesellschaft

Cologne

ISIN: DE 000 630500 6 | WKN: 630 500

Notice of the Annual General Meeting of DEUTZ Aktiengesellschaft,

Cologne

We hereby invite our shareholders* to our Company's

Annual General Meeting,

to be held at 10:00 hours (CEST) on Wednesday, May 8, 2024.

• (For the sole purpose of better readability, gender-specific notation is not used throughout this convening notice. All personal designations and terms are to be understood as gender-neutral for the purpose of equal treatment)

The entire Annual General Meeting will be broadcast via audio and video webcast on a password -protected InvestorPortal for duly registered and authorized shareholders on the day of the Annual General Meeting. The InvestorPortal can be accessed at:

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

EINLADUNG ZUR HAUPTVERSAMMLUNG DER DEUTZ AG

A public broadcast of the Board of Management's speech from the Annual General Meeting is also planned. The public transmission can also be accessed via

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

The venue of the Annual General Meeting in the meaning of the German Stock Corporation Act (AktG) is Congress-Centrum Ost Koelnmesse, Deutz-Mülheimer Str. 51, 50679 Cologne, Germany. Physical attendance by shareholders and their authorized representatives (with the exception of the Company's designated proxies) at the venue of the Annual General Meeting is not permitted.

Shareholders and their authorized representatives may exercise their rights, as described in detail in Section III. of this notice. We therefore ask shareholders to take special note of the information concerning registration for the Annual General Meeting, the exercise of voting rights, and other shareholder rights set out in Section III. of this notice.

I. AGENDA

1. Presentation of the adopted separate financial statements of DEUTZ AG, the approved consolidated financial statements, and the combined management report for DEUTZ AG and for the Group for the 2023 financial year, the explanatory reports of the Board of Management concerning the disclosures pursuant to Section 289a and Section 315a of the German Commercial Code (HGB), and the report of the Supervisory Board for the 2023 financial year

The Supervisory Board approved both the separate and the consolidated financial statements for the 2023 financial year prepared by the Board of Management pursuant to Sections 171 and 172 of the German Stock Corporation Act (AktG) on March 14, 2024, and thereby adopted the separate annual financial statements. As a consequence, no need exists for the separate annual financial statements to be adopted, or for the consolidated financial statements to be approved by the Annual General Meeting. Formal adoption by the Annual General Meeting is therefore not required. In other words, the German Stock Corporation Act does not stipulate the adoption of a resolution in this regard. However, the separate financial statements, the consolidated financial statements, the combined management report, the reports of the Board of Management, and the report of the Supervisory Board must be presented to the Annual General Meeting.

EINLADUNG ZUR HAUPTVERSAMMLUNG DER DEUTZ AG

2. Appropriation of the unappropriated net income for the 2023 financial year

The Board of Management and the Supervisory Board propose that the unappropriated net income of DEUTZ AG for the 2023 financial year amounting to € 56,672.496.14 be appropriated as follows:

An amount of € 21,445,023.15 is to be appropriated in order to distribute to the shareholders a dividend of € 0.17 per dividend-bearingno-par-value share; the remaining accumulated net income of € 35,227,472.99 is to be carried forward to a new account.

Notes:

The fact that this year's dividend proposal diverges from the dividend payout target of 30 % of consolidated net income is due to the positive contribution of deferred taxes to consolidated net income, which do not affect liquidity. Adjusted for this effect, the payout ratio would lie slightly above 30 %.

Pursuant to Section 58 (4) Sentence 2 AktG, the dividend is due to be paid out on the third working day after the Annual General Meeting, in other words, on May 14, 2024.

3. Formal approval of the actions of the Board of Management for 2023

The Board of Management and the Supervisory Board propose the formal approval of the actions of the members of the Board of Management for the 2023 financial year.

4. Formal approval of the actions of the Supervisory Board for 2023

The Board of Management and the Supervisory Board propose the formal approval of the actions of the members of the Supervisory Board for the 2023 financial year.

5. Appointment of the auditors of the financial statements for 2024

On the recommendation of its Audit Committee, the Supervisory Board proposes that BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, Düsseldorf branch, be appointed as the auditor of both the separate and the consolidated financial statements for the 2024 financial year. This appointment includes the auditor's review of the condensed financial statements and of the interim management report for the period ending June 30, 2024, pursuant to Section 115 (5) Sentence 1 of the German Securities Trading Act (WpHG).

The above nomination is based on a corresponding recommendation and preference of the Audit Committee. On the basis of a selection procedure conducted pursuant to Article 16 of Regulation

EINLADUNG ZUR HAUPTVERSAMMLUNG DER DEUTZ AG

(EU) No. 537/2014 of the European Parliament and of the Council of April 16, 2014 (EU Audit Regulation), the Audit Committee recommended to the Supervisory Board that either BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, Düsseldorf branch, or KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, Cologne branch, be proposed to the Annual General Meeting as the auditor of both the separate and the consolidated financial statements for the 2024 financial year, and as auditor for any review of condensed financial statements and an interim management report as of June 30, 2024.

The Audit Committee preferred BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, Düsseldorf branch, on the basis of the results of the scoring model on which the tendering process was based as well as further qualitative aspects, and submitted its related reasons. In the evaluation process, the criteria of quality, audit, team and communication, mandate transition, fees, and site visits/presentations were comprehensively examined and evaluated.

Pursuant to Article 16 (2) Subparagraph 3 of the EU Statutory Audit Regulation, the Audit Committee has also declared that its recommendation is free from undue influence by third parties and that no restriction has been imposed upon it with regard to the selection of a particular au- ditor.

6. Resolution concerning an amendment to Section 9 (2) and (5) of the Statutes regarding the term of office of Supervisory Board members

According to the current provisions of Section 9 (2) of the Company's Statutes, election as a member of the Supervisory Board is valid until the end of the Annual General Meeting that ratifies of the actions of the Supervisory Board for the fourth financial year after the beginning of the term of office; the financial year in which the term of office begins is not to be included in this calculation. In accordance with Section 9 (5) of the Statutes, elections to fill vacancies are valid for the remainder of the term of office of the departing member.

The term of office currently stipulated by the Statutes in Section 9 (2) corresponds to the maximum term of office for supervisory board members as stipulated in Section 102 of the German Stock Corporation Act (AktG), and is in line with previous practice. Pursuant to the current provisions of the Statutes, it is therefore not possible to fall below the statutory maximum period. However, it is now increasingly common market practice and the expectation of investors that shorter terms of office - at least for shareholder representatives - should also be defined in order to allow for regular adjustments to the composition of the Supervisory Board and a smooth transition of mandates.

For this reason, the provisions in Section 9 (2) of the Statutes are to be made more flexible and allow for a shorter term of office for shareholders' Supervisory Board members. At the same

EINLADUNG ZUR HAUPTVERSAMMLUNG DER DEUTZ AG

time, the rigid requirement in Section 9 (5) of the Statute is to be made more flexible in the event of an election to fill a vacancy.

1. The Board of Management and the Supervisory Board propose that Section 9 (2) of the Stat- utes be amended as follows:

"(2) The election as a member of the Supervisory Board shall be valid until the end of the Annual General Meeting that ratifies the actions of the Supervisory Board for the fourth financial year after the start of the term of office, unless the term of office regarding shareholder representatives is determined otherwise at the time of the elec- tion; the financial year in which the term of office begins shall not be included in this calculation."

1. The Board of Management and the Supervisory Board propose that Section 9 (5) of the Stat- utes be amended as follows:

"(5) If a member of the Supervisory Board elected by the Annual General Meeting steps down from the Supervisory Board before the end of his or her mandate, a successor shall be elected for the remainder of the term of office of the Supervisory Board member who steps down before the end of his or her mandate, unless a different term of office is determined by the Annual General Meeting."

7. Resolution concerning an amendment to Section 16 (1) of the Statutes regarding the venue of the Annual General Meeting

Pursuant to Section 16 (1) of the Company's Statutes, the Annual General Meeting may be held at the Company's registered office, in Berlin, or in any other city in the Federal Republic of Ger- many. This provision of the Statutes is to be clarified with regard to the permission to hold the Annual General Meeting "in any other city in the Federal Republic of Germany".

The Board of Management and the Supervisory Board propose that Section 16 (1) of the Statutes be amended as follows:

"(1) The Annual General Meeting shall be held at the Company's registered office, at the registered office of a stock exchange in the Federal Republic of Germany, or in another city in the Federal Republic of Germany with a population of more than 500,000."

EINLADUNG ZUR HAUPTVERSAMMLUNG DER DEUTZ AG

8. Resolution concerning an amendment to Section 17 of the Statutes regarding participa- tion in the Annual General Meeting and the exercising of voting rights

In accordance with Article 17 of the Statutes, shareholders who register for the Annual General Meeting and provide proof of their shareholding are entitled to attend the Annual General Meeting and to exercise their voting rights. Pursuant to Section 17 (2) of the Statutes, proof of shareholding must refer to the beginning of the twenty-first day prior to the Annual General Meeting.

The current provision in the Statutes corresponds to the wording of Section 123 (4) Sentence 2 of the German Stock Corporation Act (AktG) in the version valid until December 14, 2023. The statutory provision was amended on December 15, 2023, by the German Act concerning the Financing of Investments to Secure the Future (ZuFinG) to the effect that the proof of shareholding must now refer to the "close of business on the 22nd day prior to the meeting". According to the explanatory memorandum to the law, the term "close of business" refers to the end of the 22nd day. As a consequence, the new regulation does not lead to a material modification of the relevant date. Section 17 (2) of the Statutes is to be adapted to the amended wording of the law and will correspond to it in future; it is also to be clarified that proof of entitlement cannot be provided solely by a means of proof pursuant to Section 67c (3) AktG.

As a consequence, the Board of Management and the Supervisory Board propose that Section

17 of the Statutes be amended as follows:

"17 Participation in the Annual General Meeting and the exercising of voting

rights

1. Shareholders who register for the Annual General Meeting and provide proof of their shareholding shall be entitled to attend the Annual General Meeting and to ex- ercise their voting rights. The registration and proof of shareholding must be in textual form and must be composed in either German or English.
2. Proof of share ownership shall be provided by means of a certificate of share own- ership issued by the custodian bank; proof issued by the last intermediary pursuant to Section 67c (3) AktG shall be sufficient for this purpose. Proof of share ownership must refer to the close of business on the 22nd day prior to the meeting.
3. The registration and proof of shareholding must be received by the Company at the address stated in the notice convening the meeting at least six days before the meeting. The date of receipt and the date of the Annual General Meeting shall not be counted."

EINLADUNG ZUR HAUPTVERSAMMLUNG DER DEUTZ AG

9. Resolution concerning the approval of the Remuneration Report for the 2023 financial year

Pursuant to Section 162 AktG, the management and supervisory boards of a listed company are to prepare an annual report concerning the remuneration granted and owed by the company and by companies of the same group (Section 290 of the German Commercial Code [HGB]) to each individual current or former management and supervisory board members in the past financial year ("remuneration report").

The Remuneration Report for the 2023 financial year was examined by the auditor pursuant to Section 162 (3) AktG in order to determine whether the disclosures legally required pursuant to Section 162 (1) and (2) AktG had been made. In addition to the statutory requirements, the auditor also conducted a voluntary review of the content of the financial statements. The auditor's report is attached to the Remuneration Report.

The Remuneration Report, together with the auditor's report, is reproduced in Section II. A. of this notice of the Annual General Meeting and is available from the time the Annual General Meeting is convened, as well as during the Annual General Meeting at

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

and in the Annual Report for the 2023 financial year.

The Board of Management and the Supervisory Board propose that the Remuneration Report for the 2023 financial year, prepared and audited in accordance with Section 162 AktG and which is reproduced in Section II. A . in the invitation to the Annual General Meeting, be approved pursuant to Section 120a (4) AktG.

10. Resolution concerning the approval of the remuneration system for the members of the Board of Management

Pursuant to Section 120a (1) AktG, the shareholders' general meeting of a listed company is required to pass a resolution concerning the approval of the remuneration system for the members of the company's management board, as presented by the company's supervisory board, each time a significant change occurs to the remuneration system, albeit at least every four years. The Company's Annual General Meeting on April 29, 2021, last approved the remuneration system for the members of the Board of Management, as approved by the company's Supervisory Board, for the period from January 1, 2021, onwards. On March 14, 2024, the Supervisory Board approved a revised remuneration system for the members of the Board of Management ("Remuneration System 2024").

EINLADUNG ZUR HAUPTVERSAMMLUNG DER DEUTZ AG

The Remuneration System 2024 is set out in Section II. B. of the invitation to the Annual General Meeting and is available from the time the Annual General Meeting is convened as well as during the Annual General Meeting at

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

The Supervisory Board proposes to approve the Remuneration System 2024 for the members of the Board of Management, as approved by the Supervisory Board, which is set out in Section

1. B. of the invitation to the Annual General Meeting.

II. INFORMATION ABOUT THE AGENDA

A. Remuneration Report pursuant to Section 162 AktG for the 2023 financial year

Contents

1. REVIEW OF 2023 FROM A REMUNERATION PERSPECTIVE

1. REMUNERATION FOR BOARD OF MANAGEMENT MEMBERS
2. 1. GENERAL PRINCIPLES OF THE REMUNERATION SYSTEM
   2. REMUNERATION SYSTEM IN 2023
   3. 1. NON-PERFORMANCE-RELATEDREMUNERATION
      2. PERFORMANCE-RELATEDREMUNERATION
      3. 1. SHORT-TERMVARIABLE REMUNERATION - (SHORT TERM INCENTIVE, STI)
         2. LONG-TERMVARIABLE REMUNERATION (LONG-TERM INCENTIVE, LTI)
         3. OVERVIEW OF THE VARIABLE REMUNERATION GRANTED AND OWED IN 2023
         4. MISCELLANEOUS
   4. AMOUNT OF BOARD OF MANAGEMENT REMUNERATION IN 2023
   5. 1. REMUNERATION FOR BOARD OF MANAGEMENT MEMBERS WHO WERE CURRENT MEMBERS IN THE REPORTING YEAR
      2. REMUNERATION OF FORMER MEMBERS OF THE BOARD OF MANAGEMENT
      3. DISCLOSURES ON THE RELATIVE CHANGE IN THE REMUNERATION OF THE BOARD OF MANAGEMENT, THE REMUNERATION OF THE REST OF THE WORKFORCE, AND THE COMPANY'S EARNINGS PERFORMANCE

EINLADUNG ZUR HAUPTVERSAMMLUNG DER DEUTZ AG

1. REMUNERATION FOR SUPERVISORY BOARD MEMBERS
2. 1. REMUNERATION SYSTEM IN 2023
   2. REMUNERATION GRANTED AND OWED IN 2023
   3. DISCLOSURES ON THE RELATIVE CHANGE IN THE REMUNERATION OF THE SUPERVISORY BOARD, THE REMUNERATION OF THE REST OF THE WORK- FORCE, AND THE COMPANY'S EARNINGS PERFORMANCE

IV.AUDITOR'S REPORT

The remuneration report provides details of the remuneration granted and owed to former and current members of the Board of Management and Supervisory Board of DEUTZ AG in 2023. It meets the requirements of Section 162 of the German Stock Corporation Act (AktG).

1. REVIEW OF 2023 FROM A REMUNERATION PERSPECTIVE

Pursuant to the provisions of the AktG, the remuneration report for 2022 prepared jointly by the Board of Management and the Supervisory Board was submitted for approval to the Annual General Meeting of DEUTZ AG on April 27, 2023, at which it was approved with

73.10 percent of the votes. The resolution did not result in any need to amend the 2022 re- muneration report. As part of the vote on the remuneration report, shareholders expressed criticism of individual aspects of the remuneration system. This mainly related to the existing option to grant special remuneration, the inclusion of sustainability targets in variable remu- neration, and the lack of an obligation for Management Board members to make personal investments. The Supervisory Board considered the shareholders' comments in detail and revised the existing remuneration system. The adapted system will be presented at the 2024 Annual General Meeting.

The composition of the Board of Management remained unchanged in the 2023 financial year. Changes occurred to the composition of the Supervisory Board. With effect from April 27, 2023, Mr. Helmut Ernst, Ms. Melanie Freytag, and Mr. Bernd Maierhofer were elected as ordinary members of the Supervisory Board as shareholder representatives. On June 14, 2023, Mr. Ismail-Hilmi Kocer, Mr. Gottfried Laengert, and Mr. Hans-Jörg Schaller were elected as employee representatives, and on July 24, 2023, Ms. Katja Olligschläger was elected as a full member of the Supervisory Board. Supervisory Board members Ms. Sophie Albrecht, Dr.-Ing. Bernd Bohr, Mr. Yavuz Büyükdag, Mr. Hans-Peter Finken, Mr. Alois Ludwig, Ms. Corinna Töpfer-Hartung and Mr. Ali Yener stepped down from the Supervisory Board in the 2023 financial year.

In addition to the personnel changes, a new remuneration system for the Supervisory Board was submitted to the vote at the 2023 Annual General Meeting. The Annual General Meeting