MTU Aero Engines : Invitation to the Annual General Meeting 2024 (Convocation incl. agenda)

Invitation

TO THE ANNUAL GENERAL MEETING OF MTU AERO ENGINES AG

Invitation to the

Annual General Meeting of MTU Aero Engines AG

Convenience Translation - the German version of this document is authoritativeMTU Aero Engines AG Munich

WKN A0D9PT / ISIN DE000A0D9PT0

Unique identifier 8a210d60f497ee11b52d00505696f23c

We hereby invite the shareholders of our Company to attend the Annual General Meeting, which will be held on

Wednesday, May 8, 2024 at 10:00 a.m. CEST

as a virtual meeting without the physical presence of shareholders or their proxies (except for the Company's authorized proxies).

For the purposes of the German Stock Corporation Act (AktG), the place of meeting is the Communications Center at the headquarters of MTU Aero Engines AG, Dachauer Strasse 665, 80995 Munich.

The entire proceedings of the Annual General Meeting, starting at 10 a.m. CEST on May 8, 2024, will be broadcast live via a portal ("InvestorPortal") on the Company's website atwww.mtu.de/hv, which is reserved to shareholders. For interested non-shareholders a public link is made available at the above-mentioned website, to follow the Annual General Meeting up to the end of the speech delivered by the CEO.

The German legislator has placed the virtual general meeting as an equal format alongside the face-to-face meeting and designed it in such a way that it offers shareholders the same partici-pation and ownership rights as the face-to-face annual general meeting. For MTU Aero Engines AG, the aspect of better accessibility for our international shareholders and the avoidance of the climate impact of a personal journey of several hundred people is important. As a technology company, we also consider the virtual annual general meeting to be a modern, convenient and shareholder-friendly format aligned with the global trend toward digitalization. In view of feed-back received from shareholders in recent years who prefer live interaction, we have opted not to require questions to be submitted in advance.

For information on how to participate in the virtual Annual General Meeting and exercise voting rights, please see Section IV ("Further information and notes on the 2024 Annual General Meeting").

I. Agenda

1. Presentation of the adopted annual financial statements, the approved consolidated financial statements, the combined manage-ment report for the Company and the Group, and the report of the Supervisory Board including the explanatory report of the Executive Board on the statements pursuant to Sections 289a and 315a of the German Commercial Code (HGB), each for fiscal year 2023

The above-mentioned documents will be made available on the Company's website atwww.mtu.de/hv as of the date on which the Annual General Meeting is convened.

According to the statutory requirements, no resolution is necessary in respect of this item of the agenda, because the Supervisory Board has already approved the annual financial state-ments and the consolidated financial statements.

2. Resolution on the appropriation of net profit

The Executive Board and Supervisory Board propose that the net profit generated by MTU Aero Engines AG for financial year 2023 in the amount of EUR 107,541,828.00 be appropriated as follows:

Aappropriation of net profit

Payment of a dividend of EUR 2.00

Pursuant to Section 58 (4) sent. 2 German Stock Corporation Act (AktG), the dividend is payable on the third working day after the resolution is passed at the Annual General Meeting, i.e., on Tuesday, May 14, 2024.

Treasury shares held by the Company are not entitled to a dividend. The number of non-par shares entitled to a dividend may change prior to the date of the Annual General Meeting. In this case, an appropriately modified proposal for the appropriation of net profit will be present-ed to the Annual General Meeting which still allows a dividend of EUR 2.00 to be paid on each non-par share entitled to a dividend.

3. Resolution on the discharge of members of the Executive Board for fiscal year 2023

The Executive Board and Supervisory Board propose that discharge be granted to the members of the Executive Board for fiscal year 2023.

4. Resolution on the discharge of members of the Supervisory Board for fiscal year 2023

The Executive Board and Supervisory Board propose that discharge be granted to the members of the Supervisory Board for fiscal year 2023.

5. Resolution on the appointment of the auditor for fiscal year 2024

Following the recommendation of the Audit Committee, the Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Munich, be appointed to audit the annual and con-solidated financial statements and review the half-year interim report for financial year 2024.

The Audit Committee has declared that its recommendation is free from undue influence by third parties as defined in Article 16 (2) subparagraph 3 of EU Regulation 537/2014, and that no restrictive clause within the meaning of Article 16 (6) of the aforementioned Regulation had been imposed regarding its choice.

6. Resolution on the appointment of the auditor of the sustainability report for fiscal year 2024

The EU member states must transpose the Corporate Sustainability Reporting Directive ("CSRD") into national law by July 6, 2024. Accordingly, companies such as MTU Aero Engines AG, which are already subject to non-financial reporting within the meaning of Section 289b (1) and Section 315b (1) of the German Commercial Code (HGB), must prepare a sustainability report for the company and the Group for the first time for the 2024 financial year and have it audited externally or - at the option of the respective member state - by another auditor or an independent provider of assurance services. It can be assumed that the German legislator will pass a law to transpose the CSRD into German law ("CSRD Implementation Act") and that the CSRD Implementation Act will come into force by the end of the implementation period.

Following the recommendation of the Audit Committee, the Supervisory Board therefore proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Munich, be appointed to audit the sustainability report for the 2024 financial year. The appointment takes effect from the date on which the CSRD Implementation Act comes into force and is subject to the condition precedent that, in accordance with the CSRD Implementation Act, a sustainability report to be prepared for the 2024 financial year must be audited externally by an auditor to be appointed by the Annual General Meeting.

The Audit Committee has declared that its recommendation is free from undue influence by third parties as defined in Article 16 (2) subparagraph 3 of EU Regulation 537/2014, and that no restrictive clause within the meaning of Article 16 (6) of the aforementioned Regulation had been imposed regarding its choice.

7. Election of a Supervisory Board member

Pursuant to Sections 95, 96 (1) and 101 German Stock Corporation Act (AktG) in conjunction with Sections 1 (1), 5 (1) and Section 7 (1) sentence 1, no. 1 German Codetermination Act (MitbestG) and Section 7 (1) of the Articles of Association, the Supervisory Board is composed of twelve members. Six members are elected by the Annual General Meeting (shareholder representatives) and six are elected in accordance with the provisions of the German Codeter-mination Act (MitbestG) (employee representatives).

Pursuant to Section 96 (2) sentence 1 German Stock Corporation Act (AktG), at least 30% of the seats on the supervisory board of a listed company that is subject to the German Codetermina-tion Act (MitbestG) must be held by women and at least 30% by men. Given that an appeal has been lodged against overall compliance (i.e. applicable to the Supervisory Board as a whole), the quota must be met separately by both sides of the Supervisory Board: the shareholder repre-sentatives and the employee representatives. This means that there must be at least two women and two men among each set of representatives. The following proposal for a resolution respects these minimum percentages.

The term of office of Dr. Joachim Rauhut ends upon the conclusion of the Annual General Meeting on May 8, 2024.

Following the corresponding proposal by the Nomination Committee, the Supervisory Board proposes the following candidate for election to the Supervisory Board:

Dr Johannes Bussmann, CEO of TÜV SÜD AG, Munich, resident in Hamburg.

The elected candidate will take up his duties as of the end of the Annual General Meeting on May 8, 2024. The term of office ends after the Annual General Meeting entrusted with granting discharge on the third financial year of service, not including the financial year in which he was appointed.

The proposal complies with statutory requirements and with the objectives set by the Supervi-sory Board in accordance with the German Corporate Governance Code (GCGC) regarding the board's composition and the desired profile of skills and expertise of its members. The skills and expertise of Supervisory Board members can be viewed atwww.mtu.de/de/unternehmen/ aufsichtsrat. The Supervisory Board has assured itself that the candidate will be able to devote the required time to his duties as Supervisory Board member and should be considered inde-pendent in accordance with Recommendations C.6 and C.7 of the German Corporate Gover-nance Code (GCGC). In particular, there is no overboarding in the case of Dr. Bussmann. TÜV SÜD AG is not listed on the stock exchange. According to recommendation C.4 of the GCGC, a Supervisory Board member who is not a member of the Executive Board of a listed compa-ny should not hold more than a total of five Supervisory Board mandates at non-group listed companies or comparable functions. If elected, Dr. Bussmann will only hold one Supervisory Board mandate at a listed company, MTU Aero Engines AG. Dr. Bussmann is also a member of the Supervisory Board of AS GmbH (TÜV SÜD AG group) and of the Advisory Board of the Diehl Stiftung & Co. KG. The time required is limited to four Advisory Board meetings per year.

To the best knowledge of the Supervisory Board, there are no personal or business relations between the proposed candidate and the Company, other companies in the MTU group, the Company's governing bodies, or any shareholder directly or indirectly owning more than 10% of the voting shares in the Company, that a shareholder might regard as decisively affecting his objective judgment when making his voting decision.

The curricula vitae of the candidate and further information regarding appointment to the Company's Supervisory Board can be found after this agenda under Section II.1 "Further information on agenda item 7: Election of a Supervisory Board member", and on the Company website:www.mtu.de/hv.

8. Resolution adopting the compensation system of the Executive Board

In line with Section 120a (1) German Stock Corporation (AktG), the Annual General Meeting of a stock-listed corporation has to approve the compensation system for the members of the Executive Board, resolved according to Section 87a German Stock Corporation Act (AktG), in case of significant changes, but in any event every four years.

The Annual General Meeting last passed a resolution on the compensation system for members of the Executive Board on April 21, 2021. After a detailed discussion and based on feedback from investors, the Supervisory Board decided that the compensation system of the Executive Board members presented for approval to the 2021 Annual General Meeting would now be replaced by a revised compensation system.

In its meetings on October 24, 2023 and December 11, 2023, the Supervisory Board has resolved an amended compensation system for the members of the Executive Board (compen-sation system 2024) which updates and changes the previous compensation system taking into account the requirements of Section 87a (1) German Stock Corporation (AktG) and the German Corporate Governance Code. The compensation system 2024 for the members of the Executive Board is described in more detail in the further information on agenda item 8 below under sec-tion II.2 ("Further information on agenda item 8: Resolution adopting the compensation system of the Executive Board"), where also the changes that were made compared to the previous compensation system are shown.

The Supervisory Board proposes that the Compensation System 2024 for the Executive Board members be adopted.

9. Resolution adopting the compensation report

In accordance with Section 162 German Stock Corporation Act (AktG), the Executive Board and Supervisory Board have prepared a compensation report outlining compensation paid to the Executive Board and Supervisory Board members in financial year 2023 and are submitting this report for shareholder approval at the Annual General Meeting, in accordance with Section 120a (4) German Stock Corporation Act (AktG).

The compensation report was reviewed by the auditor in line with Section 162 (3) German Stock Corporation Act (AktG) to determine whether the mandatory disclosures per Section 162 (1) and (2) German Stock Corporation Act (AktG) were made. The content reviewed by the auditors went beyond the scope of the statutory requirements. The auditor's note on the compensation report is attached to the compensation report.

The compensation report appears after the agenda in Section II.3, "Further information on agenda item 9: Resolution adopting the compensation report", and will be available on our websitewww.mtu.de/hv from the time of convening of the Annual General Meeting.

The Executive Board and Supervisory Board propose that the compensation report prepared and audited per Section 162 German Stock Corporation Act (AktG) for financial year 2023 be adopted.

10. Resolution concerning the authorization to purchase and use treasury shares pursuant to Section 71 (1) no. 8 of the German Stock Corporation Act (AktG) and to exclude subscription rights

The authorization of the Company to purchase treasury shares resolved by the Annual

General Meeting on April 11, 2019 will expire on April 10, 2024. In order to maintain sufficient flexibility for the company with regard to the acquisition and use of treasury shares in the future, it is to be replaced by a new authorization.

The Executive Board and the Supervisory Board thus propose the following resolution:

a) The Company is authorized to purchase treasury shares during the period from May 8, 2024 through May 7, 2026, pursuant to Section 71 (1) no. 8 of the German Stock Corporation Act (AktG) with a proportionate amount of the share capital of up to 10% of the share capital of the company existing at the time of the resolution or - if this value is lower - of the share capital of the company existing at the time the authorization is exercised. At no point in time may the value of the acquired shares, together with other treasury shares in the Company's possession or which are to be attributed to it pursuant to Section 71a et seq German Stock Corporation Act (AktG), exceed 10% of the Company's capital stock. At the discretion of the Executive Board, the shares may be purchased through the stock exchange or by means of a public offer to buy addressed to all shareholders (or - where permitted by law - through a public call to submit a sell offer).

The shares must be sold in return for proceeds that are not more than 10% above or below the quoted share price, net of any supplementary transaction charges. In the case of a sale through the stock exchange, the reference for the quoted share price as defined in the above provision is the average value of share prices in the closing auction of Xetra trading (or a comparable successor system) on the last three trading days prior to the purchase of the shares. In the case of shares purchased by means of a public offer to buy addressed to allshareholders (or a public call to submit a sell offer), the reference for the quoted share price is the average value of share prices in the closing auction of Xetra trading (or a comparable successor system) on the last three trading days prior to the publication of the offer. In the event of substantial fluctuations in the share price, the Executive Board is authorized to publish this public offer to buy or a public call to submit a sell offer, based on a recalculated average value of share prices computed as outlined in the previous sentence.

The volume of the offer can be limited in the case of shares purchased by means of a public offer to buy addressed to all shareholders (or a public call to submit a sell offer). If the whole take-up of the offer (or the total number of offers) exceeds this volume, the purchase must be transacted in proportion to the number of shares offered. Preferential treatment may be given to small packages (up to 100 shares) offered for sale. Further conditions may be imposed in the offer or the call to submit offers.

• b) The Executive Board is authorized to sell the purchased treasury shares in a manner other than through the stock exchange or by means of an offer addressed to all shareholders, on the condition that the shares are sold in return for cash payment at a price that is not significantly below the stock market price of similarly entitled shares of the Company at the time of sale. However, this authorization shall apply only on the condition that the shares sold excluding subscription rights pursuant to Section 186 (3) sentence 4 German Stock Corporation Act (AktG) do not exceed a total amount of 10% of the Company's capital stock when this authorization becomes effective or - if such value is lower - when this authoriza-tion is exercised. This limit of 10% of the capital stock shall also include option rights and/or conversion rights on shares of the Company which are issued during this authorization, i.e. since May 8, 2024, excluding subscription rights in mutatis mutandis application of Section 186 (3) sentence 4 German Stock Corporation Act (AktG), as well as the disposal or sale of treasury shares from without subscription rights pursuant to Section 186 (3) sentence 4 German Stock Corporation Act (AktG).

• c) The Executive Board is authorized, to use the purchased treasury shares in a manner other than through the stock exchange or by means of an offer addressed to all shareholders if the treasury shares are issued to program participants in conjunction with the Company's stock option programs and those participants are, or were, employees or officers of the Company or one of its affiliated companies. If shares are to be used by issuing them to active or former members of the MTU Executive Board under the terms of the Company's stock option pro-grams, the Supervisory Board is authorized to transact this issue.

• d) Furthermore, the Executive Board is authorized to use the purchased treasury shares as partial or complete payment in conjunction with business combinations or the acquisition, whether direct or indirect, of companies, parts of companies or holdings in companies.

• e) The Executive Board is also authorized, with the consent of the Supervisory Board, to use the purchased treasury shares to exercise conversion rights or discharge conversion obligations relating to convertible bonds, bonds with warrants, profit participation certificates or income bonds (or combinations of such instruments) issued by the Company or by a dependent affiliated company.

• f) The Executive Board is moreover authorized, with the consent of the Supervisory Board and without any requirement for a further resolution to be passed by the Annual General Meeting, to redeem purchased treasury shares in whole or in part. They may be redeemed in a sim-plified procedure without any capital reduction and by adapting the arithmetic value of the outstanding portion of non-par shares to that of the Company's stock capital. The redemption may be limited to a defined fraction of the purchased shares. The authorization to redeem shares may be used on one or more occasions. If the simplified procedure is employed, the Executive Board is authorized to amend the number of non-par shares stated in the Articles of Association.

• g) The above-stated authorizations may be exercised on one or more occasions, in whole or in part, individually or in combination. They may also be exercised by affiliated companies as defined in Section 17 German Stock Corporation Act (AktG).

• h) The subscription rights of existing shareholders in respect of these treasury shares are excluded insofar as the shares are used in the manner described in the authorizations stated above under lit. b) to e).

The written report of the Executive Board on the reasons why it should be authorized to exclude shareholders' subscription rights under certain conditions appears after the agenda in Section III ("Report of the Executive Board on agenda item 10") and is available on our website atwww.mtu.de/hv from the time the Annual General Meeting is convened.

II. Further information and reports concerning the agenda items

1. Further information on agenda item 7:

Election of a Supervisory Board member

Dr Johannes Bussmann

Chief Executive Officer, TÜV SÜD AG, Munich

AS GmbH (TÜV SÜD AG group, not listed)

Diehl Stiftung & Co. KG (Advisory Board, not listed)

Specific knowledge and experience that the candidate can contribute to MTU as a member of the Supervisory Board

Dr Bussmann has broad and in-depth knowledge of the aerospace industry and the airline sector due to his education with a degree in aerospace engineering and his professional career with a long affiliation to the Lufthansa Group. He has outstanding expertise in the regulatory environment of aviation and various other industries in the EU area through his work at Lufthansa Technik AG and TÜV SÜD AG.

He also has in-depth knowledge of corporate governance, compliance, regulation, risk manage-ment, digitalization and IT thanks to his many years of managing an international company.

2. Further information on agenda item 8:

Resolution adopting the compensation system of the Executive Board

Under agenda item 8, the Supervisory Board proposes to approve the new system for the re-muneration of the Executive Board members. According to Section 124 (2) Sentence 3 German Stock Corporation Act (AktG), the complete content of this compensation system is therefore announced below:

A. Guidelines and principles

A.1. Principles of the compensation system for the Executive Board The corporate strategy of MTU Aero Engines AG (MTU) is geared to profitable growth and customer satisfaction. MTU's growth strategy is aimed at four target areas.

• ⁄ A balanced product portfolio - Participation in rapidly growing new programs

• ⁄ Cutting-edge technologies - Maintaining and expanding technological leadership

• ⁄ Enhanced competitiveness - Increased productivity accompanied by a reduction in capital tie-up

⁄

Innovative corporate culture - Motivated employees in a creative environmentMTU optimizes its risk profile as well as growth opportunities by means of a balanced product portfolio achieved through participation in rapidly growing new programs. The digitalization of products, services and value creation processes is of growing importance, which is why maintaining and expanding MTU's technological leadership is of fundamental relevance. MTU encourages a culture of continuous improvement in order to secure its competitiveness. The focus here is on optimizing structures, processes and capital tie-up in all areas of the Company. Digitalization and automation technologies (Industry 4.0) play a key role here. MTU regards responsible economic activity as an important criterion of its competitiveness, and acts in harmony with its sustainability strategy. Highly motivated, skilled workers are crucial to the successful growth of the MTU Group. MTU's corporate culture places emphasis on personal de-velopment and achievement coupled with a strong sense of social responsibility. The Company promotes cultural and individual diversity, flexible working conditions and high-quality basic and further training opportunities for its workforce. MTU is confident that activities with a long-term focus, targeted investments and continuous development of the corporate culture will enable it to achieve its strategic objectives.

The compensation system for the Executive Board of MTU represents an important control element geared to ensure that corporate governance is optimally aligned with the long-term in-terests of the Company and its investors. The performance criteria of the compensation system are derived from MTU's value driving metrics and are reflected in the compensation system in the form of financial and ESG performance criteria. This creates incentives to implement the MTU growth and sustainability strategy, thereby aligning board compensation with positive and sustainable corporate development. Accordingly, the Executive Board compensation takes into account an appropriate composition of non-performance-related and performance-related components, in particular with long-term incentive effect.

A.2. Principles and changes

The Supervisory Board has comprehensively reviewed and further developed the compensation system for members of the Executive Board presented to the Annual General Meeting on

April 21, 2021. In addition to the statutory requirements and the recommendations of the German Corporate Governance Code (GCGC), the new Executive Board compensation system now in place takes into account current market developments and the expectations of our investors.

The Supervisory Board is guided by the following principles in structuring the Executive Board compensation system:

• ⁄ Strategy aspect: Considering ambitious and long-term performance criteria as part of the per-formance-related compensation components with reference to MTU's corporate strategy, thus providing an incentive to achieve strategically important goals

• ⁄ Pay-for-Performance: Ensuring an adequate and ambitious link between performance and com-pensation in line with investor expectations

• ⁄ Sustainability and long-term focus: promoting the sustainable and long-term development of MTU through predominantly share-based and long-term performance-related compensation as well as consideration of nonfinancial sustainability targets (environment, social, governance - ESG) as an independent performance criterion

• ⁄ Harmonization of Interest: Aligning the interests of the Executive Board with those of share-holders through relative measurement of performance as well as the linking of performance-related compensation with the share price development

• ⁄ Conformity: Considering regulatory requirements as well as market practice of relevant peer-group companies

• ⁄ Appropriateness: Ensuring that the compensation of Executive Board members is appropriate in relation to their duties and performance and to MTU's position, and taking into account the compensation and employment conditions of the employees

The new Executive Board compensation system is characterized in total by the following basic principles, which were partially adopted from the previous system due to the continued market and strategy conformity and partially newly added to the system due to the current develop-ments of MTU as well as on the basis of the requirements of investors:

⁄ Compensation components of total compensation continue to be composed of non-performance-related and performance-related components with a particular focus on performance-related components, in particular the long-term performance component.

⁄

Within this structure, the performance-related components were further developed as follows:

• • Short-term incentive (STI): Integration of ESG as an independent performance criterion, which emphasizes the focus on sustainability, as well as the inclusion of a strategic multiplier, which enables the Supervisory Board to focus the Executive Board on special strategic and transformative processes and measures

• • Performance Share Plan (PSP): Introduction of a future-oriented, long-term incentive (PSP/LTI) that meets investor expectations and is based on financial performance criteria as well as ESG-related performance criteria. As one of the key performance indicators of MTU, EPS is used as a performance criterion. Thus, the (adjusted) EBIT will in the future only be taken into account for granting the short-term incentive. Relative Total Sharehold-er Return (TSR) will continue to be integrated as an indicator in the LTI plan but measured as part of the TSR percentile ranking to better represent performance compared to other companies. Due to the switch to a performance share plan, the applicable forfeiture rules were adjusted in line with regulatory requirements and market practice.

• • Incorporation of the possibility of granting an additional event driven incentive compensa-tion, which the Supervisory Board may offer to the Executive Board in exceptional cases in order to meet extraordinary challenges that are not reflected in regular short- or long-term variable compensation.

• • Integration of flexibility in the definition of performance criteria and target achievement, which enables the Supervisory Board to react to changes in strategy and to take into account unforeseeable internal and external developments and special achievements as well as ensuring that payout from performance-related components for Executive Board members is consistent with MTU performance, investor expectations and compensation for the entire workforce.

⁄ Increase in the maximum compensation to give the Supervisory Board flexibility for future remuneration adjustments and new hires.

⁄ Adjustment of the amount of the shareholding obligations as part of the conversion of the LTI plan from a restricted stock plan to a performance share plan

B. Procedure for determining and implementation

B.1. Procedures for determining and reviewing the compensation system By law, the Supervisory Board is responsible for the determination, implementation and review of the remuneration and the compensation system for the Executive Board members. In this context and taking into account the voting results of the Annual General Meeting and the feedback of our investors, the Supervisory Board of MTU has decided to further develop the compensation system of the Executive Board members. In this regard, last year the Personnel Committee has identified those items that require change or further development in order to better align the compensation system with investor expectations and the company strategy. For the revision, the DAX40 market practice as well as those of the international companies comparable to MTU was also considered in detail and taken into account in the presented compensation system with the assistance of an independent remuneration expert and other external consultants. The Supervisory Board of MTU decides on the compensation system of the Executive Board members upon proposal of the independent Personnel Committee within the meaning of the GCGC. The compensation system as resolved by the Supervisory Board on 24th October 2023 and 11th December 2023 on the recommendation of the Personnel Committee, will be submitted to the Annual General Meeting for approval. If the compensation system is not approved by the Annual General Meeting, the Supervisory Board shall submit a reviewed compensation system for approval at the next Annual General Meeting.

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MTU Aero Engines AG published this content on 26 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 14:37:05 UTC.