Disclosures pursuant to sections 289a (1) and 315a (1) HGB

Composition of the issued capital

There were no changes to the issued capital (share capital) of DEUTZ AG in 2018. As at 31 December 2018, the issued capital amounted to €308,978,241.98 and was divided into 120,861,783 no-par-value bearer shares.

Restrictions affecting voting rights or the transfer of shares

We are not aware of any restrictions affecting voting rights or the transfer of shares.

Direct or indirect shareholdings representing more than 10 per cent of voting rights

At the end of 2018, there were no direct or indirect shareholdings in DEUTZ AG representing more than 10 per cent of the voting rights.

Legal provisions and Statute provisions regarding the appointment and removal of members of the Board of Management and regarding changes to the Statutes

According to articles 7 (1) and 7 (2) of the Statutes of DEUTZ AG:

“(1) The Board of Management shall comprise at least two members.

(2) The Supervisory Board shall determine the number of members of the Board of Management and the allocation of responsibilities. It may draw up and issue rules of procedure.”

As far as the appointment and removal of members of the Board of Management are concerned, sections 84 and 85 of the German Stock Corporation Act (AktG) and section 31 of the German Co-determination Act (MitbestG) also apply.

According to article 14 of the Statutes of DEUTZ AG: “The Supervisory Board may change the wording but not the spirit of the Statutes.” Sections 179 and 133 AktG also apply in the case of changes to the Statutes.

Authority of the Board of Management, in particular with regard to share issue or buyback

The Board of Management is authorised, subject to the consent of the Supervisory Board, to increase the issued capital of the Company on or before 25 April 2023 on one or more occasions in instalments through the issue of up to 36,258,534 new no-par-value bearer shares for cash by up to a total amount of €92,693,470.30 (authorised capital I). Pre-emption rights must be granted to existing shareholders. Pursuant to section 203 (1) sentence 1 and section 186 (5) AktG, the new shares may be transferred to one or more banks or to a company operating under section 53 (1) sentence 1 or section 53b (1) sentence 1 or section 53b (7) of the German Banking Act (KWG) subject to an undertaking by the bank(s) or company to offer the shares to existing shareholders (indirect pre-emption right). However, the Board of Management is authorised, subject to the consent of the Supervisory Board, to disapply the pre-emption rights of shareholders for fractional amounts arising on the calculation of pre-emption rights.

The Board of Management is further authorised, with the consent of the Supervisory Board, to specify the further content of the share rights and the terms of the share issue for implementing any capital increases under authorised capital I.

The Board of Management is also authorised, subject to the consent of the Supervisory Board, to increase the issued capital of the Company on or before 25 April 2023 on one or more occasions in instalments through the issue of up to 24,172,356 new no-par-value bearer shares for cash and/or non-cash contribution by up to a total amount of €61,795,646.86 (authorised capital II). Pre-emption rights must be granted to existing shareholders. Pursuant to section 203 (1) sentence 1 and section 186 (5) AktG, the new shares may be transferred to one or more banks or to a company operating under section 53 (1) sentence 1 or section 53b (1) sentence 1 or section 53b (7) KWG subject to an undertaking by the bank(s) or company to offer the shares to existing shareholders (indirect pre-emption right).

However, the Board of Management is authorised, subject to the consent of the Supervisory Board, to disapply the pre-emption rights of the existing shareholders

a) for fractional amounts;
b) for capital increases against non-cash contributions, in particular
(i) when issuing new shares for mergers or acquisitions of entities, parts of entities or equity investments in entities, including increases in existing shareholdings or other assets eligible as capital contributions in connection with such acquisition plans, including receivables from the Company,
(ii) when acquiring other assets or claims to the acquisition of assets and
(iii) when carrying out a so-called scrip dividend, where shareholders are offered the option of exchanging their rights to a dividend (wholly or in part) for new shares;
c) for cash contributions, if the issue price of the shares is not significantly below the market price of the existing publicly listed shares in the Company on the date the final issue price is fixed;
d) in order to grant holders or creditors of bonds with option or conversion rights to shares of the Company or with option or conversion obligations (where such bonds are issued or are to be issued in future by the Company or by one of its direct or indirect majority shareholdings) a pre-emption right to the same amount of new shares in the Company that they would be entitled to as a shareholder following the exercise of their option or conversion rights or after fulfilling option or conversion obligations.

The total shares issued subject to a disapplication of pre-emption rights against cash and/or non-cash contributions must not exceed 20 per cent of the issued capital either at the time this authorisation becomes effective or – if this value is lower – at the time this authorisation is utilised. The aforementioned 20 per cent limit includes shares that are sold or issued during the term of this authorisation on the basis of all other authorisations under disapplication of pre-emption rights (‘disapplication limit’), with the exception of a disapplication of pre-emption rights for fractional amounts. An issue of shares in this sense also includes the issue or creation of option or conversion rights or obligations in respect of the Company’s shares from bonds issued by the Company or by its direct or indirect majority shareholdings, if the bonds are issued on the basis of an appropriate authorisation during the term of this authorisation, disapplying pre-emption rights. If another authorisation for a disapplication of shareholders’ pre-emption rights that was exercised during the term of this authorisation is renewed by the Annual General Meeting, however, the disapplication limit will not apply to the extent that the renewed authorisation permits the issue of shares with disapplication of pre-emption rights.

The total of the shares issued for cash with the disapplication of pre-emption rights pursuant to c) must not exceed 10 per cent of the issued capital at the time the issue becomes effective or – if lower – 10 per cent of the issued capital existing at the time this authorisation is exercised.

The aforementioned 10 per cent limit includes shares that are sold or issued during the term of this authorisation on the basis of other authorisations in direct application or application with the necessary modifications of section 186 (3) sentence 4 AktG with the disapplication of pre-emption rights (‘disapplication limit’). This restriction also includes shares that have been or will be issued in order to service bonds with conversion rights, option rights or conversion or option obligations in so far as the bonds were issued by the Company or a direct or indirect majority shareholding during the term of this authorisation with the disapplication of pre-emption rights in application with the necessary modifications of section 186 (3) sentence 4 AktG. If another authorisation for a disapplication of shareholders’ pre-emption rights that was exercised during the term of this authorisation is renewed by the Annual General Meeting, the disapplication limit will cease to apply to the extent that the renewed authorisation permits the issue of shares with the disapplication of pre-emption rights in direct application or application with the necessary modifications of section 186 (3) sentence 4 AktG. The Board of Management is further authorised, with the consent of the Supervisory Board, to specify the further content of the share rights and the terms of the share issue for implementing any capital increases under authorised capital II.