NOT FOR DIRECT OR INDIRECT PUBLICATION OR DISTRIBUTION, EITHER IN FULL OR IN PART, INTO OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, OR JAPAN OR ANY OTHER COUNTRIES IN WHICH THIS WOULD CONSTITUTE AN INFRINGEMENT OF THE PERTINENT LAWS OF THOSE COUNTRIES.

Cologne, July 2, 2024 – The Board of Management of DEUTZ AG (ISIN DE0006305006) has today, with the approval of the Supervisory Board, resolved to carry out a capital increase against cash contributions – with the exclusion of pre-emption rights – by using part of the existing authorized capital. Hereto, the share capital of DEUTZ AG is to be increased, by up to 10 %, to up to 138,761,914 no-par-value shares by issuing up to 12,614,719 new no-par-value bearer shares. The new shares will carry full dividend rights for the financial year from January 1, 2024. Placement of the shares will be initiated immediately after the release of this notification. The new shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. The placement price, the final number of shares to be issued, and the final gross proceeds will be determined and announced by the Board of Management of DEUTZ AG, with the approval of the Supervisory Board, after completion of the process.

The new shares are expected to be admitted to trading in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange as well as in the regulated market of the Duesseldorf Stock Exchange on July 5, 2024 without a prospectus. Trading in the new shares, which will be included in the existing listing of the company’s shares, is intended to commence on July 8, 2024. Delivery of the new shares is expected on July 8, 2024.

The aims of the Company’s Dual+ strategy include building up a portfolio that is fit for the future and increasing the resilience of the DEUTZ Group (‘DEUTZ’) by expanding its product ecosystem. To achieve this, DEUTZ is not only pursuing organic growth but also taking a buy-and-build approach. In this context, it recently signed an agreement to acquire genset manufacturer Blue Star Power Systems.[1] The net proceeds from the capital increase will give DEUTZ the financial flexibility to be able to continue investing in growth by acquisition once it has paid the purchase price.

As part of the transaction, DEUTZ AG is committing to a lock-up, i.e. the Company will not, subject to the usual market exceptions, issue any further shares or financial instruments that can be converted into shares or carry out a further capital increase within a six-month period.

Commerzbank and M.M.Warburg & CO are acting as Joint Global Coordinators & Joint Bookrunners in this transaction.

Contact

DEUTZ AG / Mark Schneider / Head of Investor Relations, Communications & Marketing
Tel: +49 (0)221 822 3600 / Email: mark.schneider@deutz.com

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Important information

The distribution of this official announcement and the offer of DEUTZ AG shares may be subject to legal restrictions in certain jurisdictions. Persons in possession of this official announcement are obliged to inform themselves of such restrictions and to comply with them. This disclosure does not constitute an offer or a solicitation to submit an offer to buy or subscribe to securities aimed at persons in the United States of America, Australia, Canada, Japan, or other jurisdictions in which such an offer or solicitation is unlawful.

Securities must not be offered or sold without registration except where there is an exemption from the registration requirements in the U.S. Securities Act of 1933, as amended, or the transaction is not subject to registration requirements. No public offer of securities will be made in the United States of America or in any other jurisdiction.

In the member states of the European Economic Area (‘EEA’), this official announcement is aimed solely at persons who are qualified investors within the meaning of Article 2 (e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (as amended, the ‘Prospectus Regulation’) (‘Qualified Investors’). In the United Kingdom, this official announcement is aimed and directed solely at qualified investors who are persons (i) with professional experience of investment matters falling within Article 19 (5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the ‘Order’) or (ii) falling within Article 49 (2) (a) to (d) (high net worth companies, incorporated associations, etc.) of the Order.

Where this disclosure contains guidance, expectations or statements, estimates, opinions, or forecasts regarding the likely future performance of DEUTZ AG (‘Forward-looking Statements’), these are based on the current views and assumptions of the DEUTZ AG management made to the best of its knowledge. Forward-looking Statements reflect various assumptions drawn from DEUTZ AG’s current business plan or from public sources that have not been independently verified or assessed by DEUTZ AG and that may or may not prove to be correct. Forward-looking Statements are subject to known and unknown risks, uncertainties, and other factors that may cause the results of operations, profitability, performance, or results of DEUTZ AG, or the success of the sectors in which DEUTZ AG operates, to be materially different from the results of operations, profitability, performance, or results expressly or implicitly assumed or described in these Forward-looking Statements. In view of these risks, uncertainties, and other factors, persons who receive this document are advised against relying on these Forward-looking Statements. DEUTZ AG accepts no liability or guarantee for such Forward-looking Statements and will not change them to reflect future events and developments.

Information for distributors

In accordance with the requirements of EU product governance, the securities mentioned herein are subject to a product approval process in which each distributor has ascertained that these securities: (i) are compatible with an end target market of retail investors and investors who satisfy the criteria for professional clients and eligible counterparties, in each case as defined in MiFID II; and (ii) are eligible for distribution through all distribution channels permitted by MiFID II. Any distributor that subsequently offers the securities mentioned herein is responsible for carrying out its own target market assessment in respect of these securities and for determining suitable distribution channels.

^[1] See the ad hoc disclosure dated June 27, 2024.