Annual General Meeting 2021

In principle yes. However, the COVID-19 Mitigation Act, which was adopted on March 27, 2020, and of which the validity was extended until December 31, 2021, by section 1 of the Ordinance on the Extension of Measures in the Law on Companies, Cooperatives, Associations and Foundations to Combat the Effects of the COVID-19 Pandemic of October 20, 2020, continues to allow the holding of a general meeting without the physical presence of shareholders or their proxies in 2021.

Holders of common shares and holders of common non-voting shares may participate (not in the meaning of the German Stock Corporation Act) in the Virtual Annual General Meeting and follow the entire Virtual Annual General Meeting on April 23, 2021 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 (not in the meaning of the German Stock Corporation Act) and for exercising voting rights can be found in the invitation to the Virtual 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 vote (to the extent she/he is entitled to such right) 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 March 12, 2021 and since then has also been made available for download on the Schaeffler AG website.

The shareholders of Schaeffler AG may follow the entire Virtual Annual General Meeting (including the responses to questions submitted in due time by means of electronic communication and vote) on April 23, 2021 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 (not in the meaning of the German Stock Corporation Act) in the Virtual Annual General Meeting, in due time before the Virtual Annual General Meeting.

It is not possible for shareholders to participate in the Virtual Annual General Meeting pursuant to section 118 para. 1 sentence 2 of the German Stock Corporation Act (Aktiengesetz – 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 broadcast on the website does not qualify as participation in the general meeting within the meaning of section 118 para. 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 EUR 1.00. Neither pursuant to section 140 para. 1 nor section 140 para. 2 sentence 1 AktG do the common non-voting shares carry voting rights in the Virtual Annual General Meeting.

Shareholders who are unable or do not wish to participate in the Virtual Annual General Meeting in person (not in the meaning of the German Stock Corporation Act) are given the opportunity to grant proxy. 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 person of their choosing, 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 Virtual Annual 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 of the German Civil Code (Bürgerliches Gesetzbuch – 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-HV2021@computershare.de

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

• schaeffler-HV2021@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 beginning 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.

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

• +49 (0)69/12012-86045

• wp.hv@db-is.com

Only those shareholders who have provided proof of the right to participate (not in the meaning of the German Stock Corporation Act) 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 2, 2021, 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.

Participation is based on the Record Date, i.e. April 2, 2021, 0:00 (CEST), timely registration for the Virtual Annual General Meeting and a timely submission of proof of shareholding (each no later than April 16, 2021 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.

Common shareholders may exercise their voting rights via absentee vote or by proxy and by issuing instructions to proxies, in each case in paper form as well as in electronic form. To issue a proxy and instructions to a proxy designated by the company representative bound by instructions, the form can be used which common shareholders receive with the access card to the Virtual Annual General Meeting if they register and provide proof of shareholding in a timely manner.

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 and the proof of shareholding must be received by the company at least six days prior to the Virtual Annual General meeting, that is by April 16, 2021 24:00 (CEST). Upon due registration and receipt of the proof of shareholding, access cards including the access credentials will automatically be sent to the shareholders or their proxies.

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 April 23, 2021.

The Virtual Annual General Meeting will be held on Friday, April 23, 2021, 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 Virtual Annual General Meeting starts at 10:00 (CEST).

The company will hold the Virtual Annual General Meeting on April 23, 2021, without physical 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. 19/18110, page 26), there is no right to make motions or to election proposals 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 election proposals by shareholders for elections on the agenda to be made accessible must be received by the company at the following address by no later than April 8, 2021, 24:00 (CEST):

Schaeffler AG
Legal Department
Industriestraße 1-3
91074 Herzogenaurach

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

Motions or election proposals by shareholders that are to be made accessible shall be deemed to have been made at the meeting if the shareholder making the motion or submitting the election proposal is duly authorized and registered for the Virtual Annual General Meeting.

The shareholders' opportunity to ask questions is restricted to their electronic submissions in German under SchaefflerHV2021-Fragen@computershare.de ahead of the Virtual Annual General Meeting and to be received by April 21, 2021 24:00 (CEST) at the latest. Only shareholders that have been duly registered and duly submitted their proof of shareholding by April 16, 2021 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. The Board of Managing Directors decides at its own due discretion how it answers questions.

• Record date for the proof of shareholder status for participation in the Virtual Annual General Meeting: April 2, 2021, 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: March 23, 2021, 24:00 (CET)
• Last day for countermotions on the agenda by shareholders pursuant to section 126 AktG and section 127 AktG: April 8, 2021, 24:00 (CEST)
• Last day for receipt of the registration at the registration office: April 16, 2021, 24:00 (CEST)
• Last day for receipt of the proof of shareholding: April 16, 2021 24:00 (CEST)

If permissible and timely motions for amendments to the agenda, countermotions or election proposals by shareholders for elections on the agenda 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 Virtual Annual General Meeting pursuant to section 125 para. 1 sentence 3 AktG.

The shareholders of Schaeffler AG may follow the entire Virtual Annual General Meeting (including the responses to questions submitted in due time by means of electronic communication and vote) on April 23, 2021 starting 10:00 (CEST) on the internet (www.schaeffler.com/agm) upon entering their access data.The opening of the Virtual Annual General Meeting by the chairman of the meeting, the speech 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 Virtual Annual General Meeting.