MAHLE has successfully priced new unsecured EUR 300 million bond and is launching a partial tender offer for its outstanding unsecured EUR 750 million bond

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL.

MAHLE has successfully priced new unsecured EUR 300 million bond and is launching a partial tender offer for its outstanding unsecured EUR 750 million bond

Stuttgart, 30 June 2025 – MAHLE GmbH (the “Company”) today successfully priced new unsecured EUR 300 million 7.125% senior notes due 2032 (the “New Notes”) and is launching a cash tender offer to the holders of its EUR 750 million 2.375% senior notes due 2028 (ISIN XS2341724172, the “2028 Notes”) to partially repurchase up to EUR 300 million of the 2028 Notes (the “Tender Offer”).

The New Notes are governed by the laws of the State of New York and have been offered in a private placement and exclusively to qualified investors outside the United States of America (Regulation S). The New Notes will be listed on The International Stock Exchange. The Company intends to use the net proceeds from the New Notes to partially redeem the 2028 Notes and for general corporate purposes.

In connection with the pricing of the New Notes, the Company announces that its sales decreased in the five-months period ending on 31 May 2025 by 6.5% from EUR 5,062 thousand to EUR 4,734 thousand, compared to the same period in the previous year, primarily due to volume declines and deconsolidation effects. The organic decline accounted for 3% of such decrease and was mainly driven by lower sales volumes in Europe and North America. For the financial year 2025, the Company maintains its previously announced outlook. The interim financial statements for the first six-month period of 2025 will be published in September 2025.

The Tender Offer is expected to commence today and is expected to end on 7 July 2025, 5:00 p.m. (CEST), subject to an extension or shortening of such period. The repurchase price for each of the validly tendered 2028 Notes accepted for purchase will be 95.650% of the principal amount. The closing of the Tender Offer is subject to certain conditions, including the successful closing of the issuance of the New Notes.

DISCLAIMER

This announcement is for information purposes only and does not constitute, contain or form part of, and should not be construed as, an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction, there has not been, nor will there be, any public offering of any securities. The New Notes may not be offered to the public in any jurisdiction under circumstances which would require the issuer of the New Notes to prepare or register any prospectus or offering document relating to the New Notes in such jurisdiction.

The distribution of this announcement and the offer and sale of the New Notes in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions.

Neither this announcement nor the tender offer memorandum constitutes an offer to sell or a solicitation of an offer to purchase any securities in the United States or to U.S. persons. Any securities referred to therein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state within the U.S., and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no offering of securities in the United States. This announcement and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The New Notes are being offered and sold only outside the United States in reliance on Regulation S under the Securities Act. This announcement and the tender offer memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “Retail Investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MIFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II; or (iii) not a Qualified Investor as defined in Regulation (EU) 2017/1129, as subsequently amended and supplemented (the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

In the United Kingdom, this announcement is only being distributed to and is only directed at persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (“FSMA”) (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. The New Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”), (ii) a customer within the meaning of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”) or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The Tender Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The 2028 Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the invitation memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of 2028 Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of 2028 Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of 2028 Notes participating in the Tender Offer will represent that it is not located in the United States and is not participating in the Tender Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States.