EQS-Adhoc: Schaeffler AG reaches agreement with Vitesco Technologies Group AG on a preliminary exchange ratio of 11.4 Schaeffler shares per Vitesco share for the intended merger

Publication of inside information pursuant to Article 17 of
Regulation (EU) No. 596/2014

Schaeffler AG reaches agreement with Vitesco Technologies Group AG on a preliminary exchange ratio of 11.4 Schaeffler shares per Vitesco share for the intended merger.

Herzogenaurach, February 26, 2024 – Schaeffler AG (“Schaeffler”) has preliminarily agreed with Vitesco Technologies Group AG (“Vitesco”) on an exchange ratio of 1:11.4 (i.e., 11.4 Schaeffler shares per Vitesco share) in the context of the intended merger with Vitesco as the transferring entity into Schaeffler as the acquiring entity. This agreement is subject to the condition that the joint valuation expert appointed by both parties and the court-appointed merger auditor confirm the exchange ratio as appropriate. In addition, the agreement is subject to the approval of the supervisory boards of Schaeffler and Vitesco.

The conclusion of the merger agreement is planned for a date prior to the convocations of the annual general meetings of Schaeffler and Vitesco, which are to resolve on the merger. The merger agreement will be subject to the approval of the annual general meetings of Schaeffler and Vitesco and will become effective upon entry of the merger in the commercial register at the registered office of Schaeffler and at the registered office of Vitesco. Schaeffler will inform the capital market and the public about further relevant developments in accordance with legal requirements.

Important information:

This announcement is for information purposes only and does not constitute a solicitation to sell or an offer to buy any of the securities of Vitesco.

Insofar as this document contains forward-looking statements, these do not represent facts and are identified by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of Schaeffler and the persons acting in concert with it. The forward-looking statements are based on current plans, estimates and projections made by Schaeffler and the persons acting in concert with Schaeffler to the best of their knowledge, but make no representation as to their future accuracy. Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the control of Schaeffler or the persons acting in concert with Schaeffler. These expectations and forward-looking statements may prove to be inaccurate and actual developments may differ materially from forward-looking statements. Schaeffler and the persons acting in concert with Schaeffler do not assume any obligation to update the forward-looking statements with respect to actual developments or events, general conditions, assumptions or other factors.

Contact:

Schaeffler AG
Industriestraße 1-3
91074 Herzogenaurach
Germany
Registered with the Commercial Register of the local court (Amtsgericht) of Fürth under registration number HRB 14738

Listed: Regulated Market (Prime Standard) in Frankfurt
ISIN: DE000SHA0159 (Preference Shares)

Contact person: Renata Casaro, Head of Investor Relations
Phone: +49 9132 82-4440
E-mail: ir@schaeffler.com

Contact person: Dr. Axel Lüdeke, Head of Group Communications & Public Affairs
Phone: +49 9132 82-5000
E-mail: presse@schaeffler.com

1844517  26-Feb-2024 CET/CEST