AD-HOC DISCLOSURE

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 3, 2024 – DEUTZ AG has used part of its authorized capital to successfully issue 12,614,719 new shares in a private placement by way of an accelerated bookbuilding process, with exclusion of pre-emption rights. The share capital of DEUTZ AG has therefore risen by 10 percent to 138,761,914 no-par-value shares. The Board of Management and Supervisory Board of DEUTZ AG set the placement price at €5.71 per share, resulting in gross issue proceeds of approximately €72 million.

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 net proceeds from the capital increase will allow the DEUTZ Group (‘DEUTZ’) to retain the flexibility to be able to advance with the successful implementation of its Dual+ strategy once it has completed its acquisition of US genset manufacturer Blue Star Power Systems, Inc., including the possibility of further growth through acquisition. 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 supporting acting the transaction 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.

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

 *******

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.

Cologne, June 27, 2024 DEUTZ AG (ISIN DE0006305006), based in Cologne (Germany), today signed an agreement through its wholly owned indirect subsidiary DEUTZ Corporation, based in Atlanta (USA), to acquire all of the shares in Blue Star Power Systems, Inc. (‘Blue Star Power Systems’) from Blue Star Power Systems Holdings, Inc. Currently privately run, the company is headquartered in North Mankato, Minnesota (USA), and develops, manufactures, and sells generator sets (gensets) – predominantly diesel and gaseous at present – in the 20 kWe to 2,000 kWe power range in the USA and Canada. Blue Star Power Systems recorded revenue in the high-double-digit millions of US dollars and an EBITDA margin in the low-double-digit percentage range in 2023.

Based on Blue Star Power Systems’ current level of orders on hand and its own market analysis, the DEUTZ Group (‘DEUTZ’) anticipates that the deal will result in additional annual revenue ranging from more than US$ 100 million to (in the medium term) more than US$ 150 million, with an EBITDA margin above DEUTZ’s current margin and a contribution to EBITDA that, on average, is likely be in the low-double-digit millions of US dollars.

To finance the acquisition, DEUTZ is currently examining various funding structures. In the event that the transaction is fully financed from borrowing, the equity ratio is likely to decrease by a low-single-digit percentage amount, thus remaining well above the target figure of more than 40 percent.

Launched by the Company at the start of 2023, the aims of the Dual+ strategy include building up a portfolio that is fit for the future and increasing DEUTZ’s resilience by expanding its product ecosystem. The acquisition of Blue Star Power Systems represents the first step in systematically establishing a new business unit focused on decentralized energy supply. The acquisition will help DEUTZ to significantly accelerate its expansion into the rapidly growing and less cyclical energy market, at the same time increasing the Company’s presence in North America.

Completion of the transaction is subject to the usual conditions, particularly the necessary regulatory approvals, and is expected to take place in the second half of 2024.

Contact

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

DEUTZ AG / Svenja Deißler / Senior Manager Investor Relations & ESG
Tel: +49 (0)221 822 2491 / Email: svenja.deissler@deutz.com

Forward-looking statements This ad hoc disclosure may contain certain forward-looking statements based on current assumptions and forecasts made by the DEUTZ management team. Various known and unknown risks, uncertainties, and other factors may lead to material differences between the actual results, the financial position, or the performance of the DEUTZ Group and the estimates and assessments set out here. These factors include those that DEUTZ has described in published reports, which are available at www.deutz.com. The Company does not undertake to update these forward-looking statements or to change them to reflect future events or developments.

DEUTZ and Rolls-Royce’s Power Systems Business Unit reached a general agreement today on the takeover of the sales and service operations for various industrial engines. Subject to final agreement, DEUTZ is expected to take over the distribution of the mtu Classic series and the mtu engine series 1000-1500, which are based on Daimler Truck engine platforms. The engines are used in various off-highway applications, mainly construction equipment and agricultural machinery. In addition, DEUTZ is taking over the service operations for engines that are already in service.

After the conclusion of the agreement, DEUTZ expects additional revenue of around €300 million per year with an EBIT margin exceeding the current DEUTZ group margin. The expected purchase price for the engine portfolio is a high double-digit million Euro amount.

Following a final agreement, the closing – subject to regulatory approvals – is expected from mid-2024.

Contact

DEUTZ AG / Christian Ludwig / SVP Communications & Investor Relations
Tel: +49 (0)221 822-3600 / Email: christian.ludwig@deutz.com

Forward-looking statements

This ad hoc disclosure may contain certain forward-looking statements based on current assumptions and forecasts made by the DEUTZ management team. Various known and unknown risks, uncertainties, and other factors may lead to material differences between the actual results, the financial position, or the performance of the DEUTZ Group and the estimates and assessments set out here. These factors include those that DEUTZ has described in published reports, which are available at www.deutz.com. The Company does not undertake to update these forward-looking statements or to change them to reflect future events or developments.

DEUTZ reports a better than expected start into the new fiscal year. Based on preliminary results for the first quarter 2023 the Company was able to increase its new orders by over 3 % to €526 million (Q1 2022: €509.6 million). Consolidated revenue grew by 15.5 % to around €517 million (Q1 2022: €447.9 million). The preliminary figure for EBIT before exceptional items is approximately €32 million (Q1 2022: €15.8 million), which is well above the market expectation of €27.9 million. The EBIT margin before exceptional items comes in at 6.2 % (Q1 2022: 3.5 %) and is thus above the range of 4.0 to 5.0% forecast for the full year 2023. The significant increase in profitability is due to economies of scale, positive mix effects and market-oriented pricing.

DEUTZ is refining its guidance for 2023 on the basis of this business performance in the first quarter. The Company now expects that its results for 2023 will be at the upper end of the most recently issued forecast ranges. These ranges, published in March, were for unit sales of between 175,000 and 195,000 DEUTZ engines[1], a corresponding revenue increase of between €1.9 billion and €2.1 billion, and an adjusted EBIT margin of between 4.0 and 5.0 %. Free cash flow excl. M&A is expected to remain in the mid-double-digit millions of euros.

The full quarterly statement for the first quarter of 2023, including the final results, will be published as scheduled on May 4, 2023.

Contact

DEUTZ AG / Christian Ludwig / SVP Communications & Investor Relations
Tel.: +49 (0)221 822-3600 / E-Mail: christian.ludwig@deutz.com

Forward-looking statements

This ad hoc disclosure may contain certain forward-looking statements based on current assumptions and forecasts made by the DEUTZ management team. Various known and unknown risks, uncertainties, and other factors may lead to material differences between the actual results, the financial position, or the performance of the DEUTZ Group and the estimates and assessments set out here. These factors include those that DEUTZ has described in published reports, which are available at www.deutz.com. The Company does not undertake to update these forward-looking statements or to change them to reflect future events or developments.

^[1] Excluding electric boat drives from DEUTZ subsidiary Torqeedo.

Today, DEUTZ AG ('DEUTZ') and Daimler Truck AG ('Daimler Truck') reached the following agreements: DEUTZ will acquire the on-highway IP and license rights for the development, production, and marketing of medium-duty engines (Medium Duty Engine Generation – 'MDEG') by way of a capital increase in kind in return for issuing new DEUTZ shares. Furthermore, DEUTZ will acquire the license rights for the development and marketing of the next generation of heavy-duty engines currently being developed at Daimler Truck (Heavy Duty Engine Generation – 'HDEP') for the off-highway segment.

Under the contractual agreements, DEUTZ will further develop both the MDEG series and the HDEP series into an off-highway variant for the next off-highway emissions standard. It will also distribute these engines independently. In addition, the contracts provide for an operational cooperation relating to MDEG and HDEP for off-highway applications. DEUTZ is scheduled to commence production and marketing at the end of this decade.

DEUTZ will pay a cash sum in installments for the acquisition of the HDEP license rights. To acquire the MDEG IP and license rights, DEUTZ will use the existing authorized capital to issue 5,285,412 new no-par-value bearer shares by way of a capital increase in kind. The aforementioned number of shares, which are eligible for dividends for the 2022 financial year, will be issued at a share price of €4.73 and a notional par value of rounded €2.56. Shareholders’ subscription rights will be excluded. The value of the two transactions is in the mid-double-digit millions of euros.

On completion of the MDEG transaction, DEUTZ's issued capital will amount to €322,490,183.20, divided into 126,147,195 no-par-value bearer shares. Daimler Truck will hold 4.19 percent of the issued capital of DEUTZ. The new DEUTZ shares will be admitted for trading after entry in the commercial register.

Final completion of the two transactions is subject to the usual conditions, in particular with regard to confirmation of the recoverable amount of the non-cash contributions by a court-appointed auditor.

Contact:
Christian Ludwig
SVP Communications & Investor Relations
Tel. +49 (0) 221 822-36 00
Fax: +49 (0) 221 822-15 36 00
E-Mail: christian.ludwig@deutz.com

DEUTZ AG announces that the Chairman of the Board of Management, Dr Frank Hiller, was dismissed from the Board today by the Supervisory Board. He leaves the Board with immediate effect. Dr Sebastian Schulte, current Chief Financial Officer and Labor Director, will take over his duties with immediate effect, in addition to his current duties, which he will continue to perform on an interim basis. The Supervisory Board has already started to set up a process to fill the vacancy on the Board of Managment with a female member in accordance with the second German Act on Equal Participation of Women and Men in Leadership Positions.

In addition, at its meeting today, the Supervisory Board elected Dr Dietmar Voggenreiter as the new Chairman of the Supervisory Board. The previous chairman, Dr Bernd Bohr, has resigned from his position with immediate effect and will continue to serve as an ordinary member of the Board.

Dr Dietmar Voggenreiter has been a member of the Supervisory Board of DEUTZ AG since April 30, 2019 and is therefore already familiar with the Company and the tasks ahead.

Contact
DEUTZ AG / Christian Ludwig / SVP Communications & Investor Relations
Tel.: +49 (0)221 822-3600 / E-Mail: christian.ludwig@deutz.com

DEUTZ is raising its forecast for a second time in 2021, due to continued strong demand in all of the main application segments and a significantly improved earnings performance.

The company now anticipates unit sales of 155,000 to 170,000 DEUTZ engines^[1] (previously: 140,000 to 155,000), which should result in an increase in revenue to between €1.6 billion and €1.7 billion (previously: €1.5 billion to €1.6 billion). The forecast for service revenue is unchanged at around €400 million of the total revenue figure. The EBIT margin before exceptional items is predicted to be in a range of 2.0 percent to 3.0 percent (previously: 1.0 percent to 2.0 percent). This raised forecast is based on the assumption that the ongoing difficulties with the supply of components will not worsen significantly in the coming months.

As a result of the improved operating performance, free cash flow is expected to break-even (previously: negative figure in the low double-digit millions of euros).

Further information on business performance will be provided on November 10, 2021 when the quarterly statement for the first to third quarter of 2021 is published.

^[1] Excluding electric boat drives from DEUTZ subsidiary Torqeedo.

Preliminary results show that DEUTZ has made a successful start to 2021 and it is adjusting its guidance for 2021 on the basis of the healthy level of new orders and the significant improvement in its earnings performance.

Based on current information, the Company now anticipates unit sales of 140,000 to 155,000 DEUTZ engines^[1] (previously: at least 130,000), resulting in an increase in revenue to between €1.5 billion and €1.6 billion (previously: at least €1.4 billion). This is because of better than expected demand in all of the main application segments. Service revenue is still likely to account for around €400 million of the total revenue figure.

The Company now predicts that its EBIT margin before exceptional items will be in the range of 1.0 percent to 2.0 percent in 2021 (previously: at least break-even level).

According to preliminary figures, the DEUTZ Group received new orders totaling €464.8 million in the first quarter of 2021 (Q1/2020: €356.7 million). Unit sales of DEUTZ engines^[1] rose to 32,249 engines (Q1/2020: 31,546). Including Torqeedo's electric drives for boats, the Group sold a total of 38,384 engines and motors (Q1/2020: 40,069). Consolidated revenue increased to €343.4 million (Q1/2020: €339.8 million).

EBIT before exceptional items improved to a profit of €0.8 million (Q1/2020: loss of €11.8 million), partly due to the increasingly noticeable effect of cost savings resulting from the restructuring that was initiated in 2020. The EBIT margin before exceptional items stood at 0.2 percent (Q1/2020: minus 3.5 percent).

The full quarterly statement for the first quarter of 2021, including the final results, will be published as scheduled on May 6, 2021.

DEUTZ AG has today adjusted its existing outlook for 2022. The Company was previously aiming for an increase in revenue to €2 billion, along with an EBIT margin before exceptional items of 7 to 8 percent for 2022. At the present time, DEUTZ believes that these targets will not be reached until 2023/2024. In particular, this is due to the macroeconomic impact of the coronavirus crisis, which has caused DEUTZ's engine business to contract sharply this year. Over the months ahead, customers are expected to remain reluctant to invest and demand will therefore recover more slowly than originally anticipated.

Looking ahead to the 2021 financial year, it is still very difficult to make predictions about business due to the ongoing uncertainty about how the coronavirus crisis will continue to unfold. However, the main key figures are expected to improve significantly year on year. DEUTZ is aiming to lower its break-even point to around 130,000 engines in 2021 as a result of initiatives such as the cost-cutting measures put in place as part of the global efficiency program. This should allow the Company, at the very least, to break even in terms of operating profit (EBIT before exceptional items) next year.

Firmer guidance for 2021 will be provided when the full-year results for 2020 are published on March 18, 2021.

Contact:

Today, DEUTZ has reached agreement on a key issues paper, representing an important milestone in the implementation of its global 'Transform for Growth' efficiency program. The aim of the measures agreed in this context is to further strengthen the Company's competitiveness at a global level whilst protecting the viability of Germany as a company base.

Central aspects of the key issues paper are a socially responsible headcount reduction of up to 350 by way of a volunteer program for the Company's German sites, an interim employment company to operate in conjunction with the volunteer program, and the agreement of a social compensation plan.

All in all, the global workforce will be reduced by up to 1,000 positions by 2022. In the first half of 2020, staff numbers were already scaled back by around 380 through natural attrition and a reduction in the number of temporary workers.

Against the backdrop of the planned measures, the Company is going to set aside provisions for restructuring costs - predominantly in connection with personnel measures - of €35-40 million in the current quarter.

By implementing this global efficiency program, DEUTZ aims to realize annual cost savings of around €100 million from 2022 onward.