Shareholders of Schaeffler AG approve conversion of non-voting common shares

• Conversion of non-voting common shares into common shares with full voting rights approved with large majority
• Conversion intended to become effective with the merger of Vitesco into Schaeffler
• Second step of the three-step overall transaction successfully completed
• Dividend proposal for 2023 of 45 euro cents per non-voting common share; planned increase in dividend payout ratio to 40 to 60 per cent

Herzogenaurach | February 2, 2024 | At today’s Extraordinary General Meeting of Schaeffler AG (“Schaeffler”) and the separate meeting of the non-voting common shareholders, the shareholders of Schaeffler have almost unanimously decided in favor of the proposed conversion of non-voting common shares into common shares with full voting rights. At the Extraordinary General Meeting, Schaeffler’s common shareholder with voting rights, the holding of the Schaeffler family, voted in favor of the resolution. At the separate meeting of the non-voting common shareholders 99.88 percent of the registered votes of the non-voting common shareholders voted in favor of the resolution.

The conversion of shares is the second step of the planned three-step overall transaction that aims to merge Vitesco Technologies Group AG into Schaeffler AG, creating a leading Motion Technology Company. The share conversion is subject to the prior or simultaneous completion of the merger and is expected to be completed in the fourth quarter of 2024. The conversion ratio is 1:1 - each non-voting common share of Schaeffler will be converted into one common share with full voting rights.

Georg F. W. Schaeffler, family shareholder and Chairman of the Supervisory Board of Schaeffler AG, said: “Our family’s readiness to grant voting rights to all Schaeffler shareholders clearly signals our continued commitment to the proposed merger with Vitesco as it creates significant value for all stakeholders. The new shareholding structure is another important step on our way to build a leading Motion Technology Company.”

The third step of the overall transaction, the merger of Vitesco into Schaeffler, is already in preparation. This step is subject to the approval of the respective Annual General Meetings of both companies, which are scheduled for April 24, 2024 (Vitesco) and April 25, 2024 (Schaeffler). The merger is planned to be completed in the fourth quarter of 2024.

Klaus Rosenfeld, CEO of Schaeffler AG, said: “We are pleased with the strong approval for the share conversion. With the planned simplification of the shareholder structure we will enhance our appeal to the capital market. Apart from this, our focus is on concluding the third step of the overall transaction and progressing the preparations for the integration of Vitesco to realize the expected synergies from the merger.”

At today’s Extraordinary General Meeting and the separate meeting of the non-voting common shareholders, Schaeffler proposed a dividend of 45 euro cents per non-voting common share for the fiscal year 2023. At the same time, Schaeffler’s Executive Board has decided to propose an increase in the dividend payout ratio from the previous 30 to 50 percent to 40 to 60 percent of consolidated net income adjusted for special items to the Supervisory Board.

Disclaimer
Voluntary public tender offer of Schaeffler AG to the shareholders of Vitesco Technologies AG

This publication contains information regarding the voluntary public tender offer (the “Offer”) of Schaeffler AG (“Schaeffler”) for all shares of Vitesco Technologies Group AG (“Vitesco” or the “Company”) and does not constitute a solicitation to sell or an offer to buy any of the securities of Vitesco. The offer document published by Schaeffler after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (“Offer Document”) is the sole binding document with regard to the terms and other provisions relating to the Offer. Investors and holders of securities of Vitesco are strongly advised to read the Offer Document and all other announcements relating to the Offer as soon as they have been made public, as they contain or will contain important information.

The Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Trading Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) in conjunction with the German regulation on the contents of offer documents, considerations related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung), and with certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The offer is not made or intended to be made pursuant to the provisions of any other jurisdiction. Accordingly, no notifications, registrations admissions or approvals of the Offer or of the Offer Document have been or will be applied for or initiated by Schaeffler or the persons acting in conjunction with Schaeffler outside of the Federal Republic of Germany. Schaeffler and the persons acting in conjunction with Schaeffler therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany or applicable securities laws of the United States of America.

The Offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States of America.

Schaeffler and the persons acting in conjunction with Schaeffler assume no responsibility for the publication, dispatch, distribution or dissemination of any documents connected with the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area being compatible with the applicable requirements of jurisdictions other than those of the Federal Republic of Germany. Furthermore, Schaeffler and the persons acting in conjunction with Schaeffler assume no responsibility for the non-compliance of third parties with any laws.

Schaeffler, to the extent permissible under applicable law or regulation, reserves the right to purchase, or conclude agreements to purchase, shares in the Company, directly or indirectly, or enter into derivative transactions with respect to the shares in the Company, outside of the Offer. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in the Company. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.

Insofar as this document contains forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Schaeffler and the persons acting in conjunction with Schaeffler, for example with regard to the potential consequences of the Offer for the Company, for those shareholders of the Company who choose not to accept the Offer or for future financial results of the Company. Such forward-looking statements are based on current plans, estimates and forecasts which Schaeffler and the persons acting in conjunction with Schaeffler have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Schaeffler or the persons acting in conjunction with Schaeffler. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Schaeffler and the persons acting in conjunction with Schaeffler assume no obligation to update forward-looking statements with respect to actual developments or events, conditions events, general conditions, assumptions or other factors.

Schaeffler Group – We pioneer motion

The Schaeffler Group has been driving forward groundbreaking inventions and developments in the field of motion technology for over 75 years. With innovative technologies, products, and services for electric mobility, CO₂-efficient drives, chassis solutions, Industry 4.0, digitalization, and renewable energies, the company is a reliable partner for making motion more efficient, intelligent, and sustainable – over the entire life cycle. The technology company manufactures high-precision components and systems for drive train and chassis applications as well as rolling and plain bearing solutions for a large number of industrial applications. The Schaeffler Group generated sales of 15.8 billion euros in 2022. With around 84,000 employees, the Schaeffler Group is one of the world’s largest family companies. With more than 1,250 patent applications in 2022, Schaeffler is Germany’s fourth most innovative company according to the DPMA (German Patent and Trademark Office).

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