Annual General Meeting 2020

In principle yes. However, the Covid-19-Mitigation Act, which was adopted on March 27, 2020, allows for an annual general meeting without physical presence of shareholders or their proxies in 2020.

Holders of common shares and holders of common non-voting shares may participate in the virtual annual general meeting and follow the entire general meeting on May 8, 2020 starting 10:00 CEST on the internet (www.schaeffler.com/agm) upon entering their access credentials (see below). Representation by proxy is also possible. The further requirements for participation and for exercising voting rights can be found in the invitation to the annual general meeting.

The shareholders, i.e. holders of common shares and holders of common non-voting shares, will receive an invitation to the virtual annual general meeting together with the agenda for the virtual annual general meeting via their custodian banks. By means of a reply form attached by the custodian bank, the shareholder is given the opportunity either to commission his bank to exercise his right to participate and vote (to the extent she/he is entitled to such rights) or request an access card for themselves or for a representative from his custodian bank. The custodian banks will forward these requirements to the registration office commissioned by Schaeffler AG. The invitation to the virtual annual general meeting was published in the Federal Gazette on April 16, 2020 and since then has also been made available for download on the Schaeffler AG website.

The shareholders of Schaeffler AG may follow the entire annual general meeting (including general debate and vote) on May 8, 2020 starting at 10:00 (CEST) on the internet (www.schaeffler.com/agm) upon entering their access credentials. In addition to a password, the required access data includes the surname, first name and place of residence of the person (and in case of legal entities or partnerships, the full company name and registered office) to whom the access card has been issued, in each case, as printed on the access card. The password is printed on the access card which will be sent to all holders of common voting shares and common non-voting shares, that have duly registered their participation in the virtual annual general meeting, in due time before the annual general meeting.

It is not possible for shareholders to participate in the annual general meeting pursuant to section 118 (1) sentence 2 AktG without being physically present and without a proxy and to exercise all or some of their rights in whole or in part by means of electronic communication; in particular, the stream broadcast does not enable participation in the annual general meeting within the meaning of section 118 (1) sentence 2 AktG.

Schaeffler AG’s share capital is divided into 500,000,000 common shares with an equal number of voting rights and 166,000,000 common non-voting shares. The portion of the share capital allocated to each of the no-par-value shares amounts to € 1.00. Neither pursuant to section 140 para. 1 nor section 140 para. 2 sentence 1 AktG, do the common non-voting shares have a voting right in the virtual annual general meeting.

Shareholders who cannot or do not want to personally participate in the virtual annual general meeting are given the opportunity to appoint an authorized representative. Authorization may be granted to proxies designated by the company (Stimmrechtsvertreter), an intermediary, an association of shareholders, a proxy advisor or another person or institution with equivalent status pursuant to section 135 AktG (if they each offer proxy voting and to the extent the shareholder is entitled to vote), or another third party, e.g. a personal confidante who participates in the virtual annual general meeting on behalf of the shareholder or exercises the shareholder´s rights in connection with the general meeting (in particular, the right to ask questions). The appointment of a proxy, its revocation and proof of a power of attorney vis-à-vis the company can also be submitted in text form (section 126b BGB) to the following address until the day of the virtual annual general meeting:

Schaeffler AG
c/o Computershare Operations Center
80249 München

• +49 89 30903-74675
• schaeffler-HV2020@computershare.de

On the day of the Virtual Annual General Meeting, the aforementioned actions with respect to the proxies can be submitted to the following address only:

• schaeffler-HV2020@computershare.de

The custodian banks send the meeting documentation to the shareholders. The shareholders should therefore contact their custodian bank if they have not received an invitation to the virtual annual general meeting by the end of April. The invitations can also be viewed on the website www.schaeffler.com/agm and in the Federal Gazette.

In order to ensure the timely receipt of the access cards, we kindly request that shareholders submit their registration and the proof of shareholding to the company sufficiently in advance and to also submit an email address. In the event the shareholder has provided an email address in connection with their registration, the access card may also be sent at short notice.

Inquiries regarding the timely receipt of the registration by the registration office or the timely receipt of the proof of their participation entitlement may be directed to the following address:

Schaeffler AG
c/o Deutsche Bank AG
Securities Production
General Meetings
PO Box 20 01 07
60605 Frankfurt am Main
Germany
or by fax at: +49 (0)69/12012-86045
or by email at: wp.hv@db-is.com

Only those shareholders who have provided proof of the right to participate in the virtual annual general meeting and/or to exercise voting rights (to the extent he/she is entitled to such right) in the virtual annual general meeting in due form, as stated in the invitation, are deemed to be shareholders with respect to the virtual annual general meeting of the company. Proof of shareholding as of April 26, 2020, 00:00 (CEST) (“Record Date”) must be provided. This means that shareholders who have acquired their shares after the Record Date, 0:00 (CEST) cannot attend the virtual annual general meeting absent an effective power of attorney. The Record Date does not prevent a disposal of the shares. The Record Date is also not a relevant date for the dividend entitlement.

Participation is based on the Record Date, i.e. April 26, 2020, 00:00 (CEST), timely registration for the virtual annual general meeting (no later than May 1, 2020 (24:00 CEST)), and the timely submission of proof of shareholding (no later than May 4, 2020 (24:00 CEST)). The subsequent sale of shares has no influence on the right to participate.

Only holders of common shares or their authorized representatives have voting rights in the virtual annual general meeting.

As usual, shareholders may exercise their voting right via absentee vote or proxy.

The shareholder can also follow the virtual annual general meeting only temporarily, partially or with interruption. Please note, however, that the virtual annual general meeting is not recorded in its entirety and that temporary interruptions may therefore not be made up for.

The registration of the shareholder must be received by the company at least six days prior to the virtual annual general meeting, that is by May 1, 2020 (24:00 CEST). The proof of shareholding must be received by the company at the same address no later than by the fourth day prior to the annual general meeting, that is by May 4, 2020 (24:00 CEST), if it has not already been sent together with the registration. Upon due registration and receipt of the proof of shareholding, access cards including the access credentials will be automatically sent to the shareholders. In the event the shareholder has provided an email address in connection with their registration, the access credentials can also be sent at short notice.

All documents, and in particular the invitation, are available on the company’s website at www.schaeffler.com/agm. The documents to be made available will also be available during the Virtual Annual General Meeting on May 8, 2020.

The virtual annual general meeting will be held on Friday, May 8, 2020, as virtual event without physical presence of the shareholders or their proxies at www.schaeffler.com/agm. The chairman of the meeting is present at the Schaeffler Conference Center, Industriestrasse 1-3, 91074 Herzogenaurach. The virtual annual general meeting starts at 10:00 (CEST).

There is no right for shareholders’ or their proxies’ to physically participate in the Annual General Meeting.

The exact duration of the virtual annual general meeting cannot be specified in advance. The annual general meeting starts at 10:00 (CEST).

The company will hold the virtual annual general meeting on May 8, 2020, without electronic participation of the shareholders only by way of absentee voting and proxy voting. As per the explanatory memorandum of the COVID-19-Mitigation Act (Bundestag print paper no. 19/18119, page 26), therefore, there is no right to make motions during the virtual annual general meeting.

Countermotions (together with a statement of reason) against a proposal by the Board of Managing Directors and/or the Supervisory Board regarding a specific item of the agenda and the election proposals by shareholders for any elections included as part of the agenda must be received by the company at the following address by no later than April 23, 2020, 24:00 (CEST):

Schaeffler AG
Legal Department
Industriestr. 1–3
91074 Herzogenaurach

• +49 9132 82-4963
• OR-HZA-Legal-Team-DE-HZA@schaeffler.com

The shareholders' opportunity to ask questions is restricted to their submissions in German ahead of the virtual annual general meeting and to be received by May 6, 2020 (14:00 CEST) at the latest. Only shareholders that have been duly registered by May 1, 2020 (24:00 CEST) and duly submitted their proof of shareholding by May 4, 2020 (24:00 CEST) have the right to submit questions. The right to submit questions constitutes no right to information. Following the expiration of the cut-off time set out above and during the virtual annual general meeting there will be no opportunity to ask questions,

Questions will be responded to "within" the virtual annual general meeting - to the extent FAQ have not been provided on the website ahead of the meeting.

• Record date for the proof of shareholder status for participation in the virtual annual general meeting: April 26, 2020, 00:00 (CEST)
• Last day for submission of a motion to amend the agenda upon request by a minority pursuant to section 122 para. 2 AktG and article 2 section 1 para. 3 sentence 4 of the COVID-19-Mitigation Act: March 23, 2020, 24:00 (CEST)
• Last day for countermotions on the agenda by shareholders and deadline for submitting nominations by shareholders pursuant to section 126 AktG: April 23, 2020, 24:00 (CEST)
• Last day for receipt of the registration at the registration office: May 1, 2020, 24:00 (CEST)
• Last day for receipt of the proof of shareholding: May 4, 2020, 24:00 CEST

At the virtual annual general meeting on May 8, the Board of Managing Directors and the Supervisory Board of Schaeffler AG will recommend the payment of a dividend of € 0.45 per common non-voting share entitled to a dividend, and a dividend of € 0.44 per common share entitled to a dividend for the 2019 financial year.

The dividend for the financial year 2019 will be paid on May 13, 2020. The dividend payment is made irrespective of whether or not a shareholder has participated in the annual general meeting.

The dividends will be paid to the shareholders whose share is in a securities account at market close on the second business day following the annual general meeting (i.e. on May 12, 2020).

If permissible and timely motions for amendments to the agenda, countermotions or nominations have been received by the company, they will be published on our website, as will any possible statement by the management on these matters.

Motions to amend the agenda are also published in the Federal Gazette and distributed throughout Europe, and are expected to be reported to the shareholders along with the notice of the convocation of the annual general meeting pursuant to section 125 para. 1 sentence 3 AktG.

The shareholders of Schaeffler AG may follow the entire annual general meeting (including the general debate and vote) on May 8, 2020 starting 10:00 (CEST) on the internet (www.schaeffler.com/agm) upon entering their access data.

The opening of the general meeting by the chairman of the meeting, the report of the chairman of the Supervisory Board and the speech of the Chief Executive Officer will be broadcast for the interested public at www.schaeffler.com/agm and will remain available after the Virtual Annual General Meeting as an online recording at the aforementioned address.

No, these will not be available. Neither minutes nor a video or sound recording will be made of the proceedings of the annual general meeting.