Notice Regarding Disposal of Treasury Stock as Restricted Stock Compensation

Overview of Capital Policy

DMG MORI CO., LTD. resolved at its Board of Directors meeting to dispose of 1,829,500 shares of treasury stock on April 30, 2026. The disposal price is set at 3,113 yen per share (based on the closing price on February 9, 2026, with the higher of this and the closing price on the condition determination date, February 18, adopted), totaling 5,695,233,500 yen. The shares will be allocated to 17 executive officers with 137,800 shares, 1,055 employees with 1,684,100 shares, and 3 group company employees with 7,600 shares. This disposal is conducted under the restricted stock compensation plan to promote asset formation among relevant officers and employees and to encourage participation in enhancing corporate value.

Outline of Restricted Stock Allotment Agreement and Impact on Shareholders

The transfer restriction period is from April 30, 2026, until the respective officers or employees resign or retire, during which transfer or pledging of shares is prohibited. The condition for lifting transfer restrictions is continuous employment from April 30, 2026, through December 21, 2031. The restrictions are immediately lifted upon resignation or retirement for legitimate reasons, while shares are subject to gratuitous acquisition in cases of misconduct. Shares are managed in a dedicated account by Nomura Securities and disposed of at reasonable prices considerate of existing shareholders’ interests, with no particularly favorable conditions granted.