The Annual General Meeting is the meeting of the Company’s shareholders. Shareholders may participate in the Annual General Meeting personally or through an authorized representative. The further requirements for participation and for exercising voting rights can be found in the invitation to the Annual General Meeting.

Shareholders will receive an invitation including the agenda to the Annual General Meeting via their custodian banks. By means of a reply form attached by the custodian bank, the shareholder is for example generally given the opportunity, to request an access card for himself or for a representative or to register himself in accordance with the procedure described in the invitation to the Annual General Meeting. The invitation to the Annual General Meeting was published in the Federal Gazette on March 13, 2025, and since then has also been made available for download on the Schaeffler AG website.

At the time of the convocation of the Annual General Meeting, the Company’s share capital amounts to EUR 944,884,641.00 and is divided into 944,884,641 no-par-value shares, each representing a notional interest in the share capital of EUR 1.00. Each no-par value share grants one vote at the Annual General Meeting. The total number of shares entitled to participate and vote at the time of convening the Annual General Meeting is therefore 944,884,641.00. At the time of the convocation the Company holds no treasury shares.

Shareholders who cannot or do not want to personally participate in the Annual General Meeting may also exercise their voting rights or other participation rights in connection with the Annual General Meeting via proxy, e.g. via the custodian bank, an association of shareholders, the proxies designated by the Company (with the exceptions stated hereafter) or another equivalent person or institution pursuant to Section 135 AktG (provided that they offer proxy voting and the shareholder is entitled to vote) who attends the Annual General Meeting on behalf of a shareholder.

The proxies appointed by the Company do not accept any authorizations to raise objections to resolutions of the Annual General Meeting, to exercise the right to speak and ask questions or to submit motions.

The custodian banks send meeting documents to the shareholders. The shareholders should therefore contact their custodian bank if they have not received an invitation to the Annual General Meeting by beginning of April. The invitation can also be viewed on the website at www.schaeffler.com/agm and in the Federal Gazette.

A shareholder who has registered on time and has not received an access card can still attend the Annual General Meeting. If the access card was issued and simply did not reach the recipient by mail (on time), the shareholder is listed in the registration record. This can be checked on site at the special counter.

Queries about the timely receipt of the registration by the registration office can be directed to the following address:

Schaeffler AG
c/o Computershare Operations Center
80249 Munich

• +49 89 30903 6330

• anmeldestelle@computershare.de

The record date is not associated with a block on the saleability of the shareholding, i.e. the record date has no effect on the transferability of the shares.

In relation to the Company, only those who have provided special proof of share ownership are deemed to be shareholders for the purposes of attending the Annual General Meeting and exercising shareholder rights. Even in the event of the complete or partial sale of the shareholding after the record date, only the shareholding of the shareholder on the record date is relevant for the exercise of shareholder rights. Therefore, sales of shares after the record date have no effect on the exercise of the shareholder rights. The same applies to purchases and additional purchases of shares after April 2, 2025, 24:00 (CEST) (record date).

Shareholders who sell their shares held on the record date after the record date and before the Annual General Meeting are nevertheless entitled to exercise their question and voting rights in relation to the Company, provided they register and submit proof of share ownership in due time. On the other hand, persons who do not yet hold any shares on the record date and only become shareholders thereafter are only entitled to participate and to vote from the shares held by them if and to the extent that they are authorized by the person entitled on the record date or authorized to exercise rights.

In relation to the Company, those who have provided the specific proof of share ownership shall be deemed to be a shareholder for the purpose of participating in the Annual General Meeting and exercising shareholders’ rights. The proof of shareholding must be as of the end of business on April 2, 2025, 24:00 (CEST) (record date).

The record date does not prevent a sale of the shares. Even in the event of the complete or partial sale of the shareholding after the record date, only the shareholding of the shareholder on the record date is relevant for the exercise of shareholders’ rights (i.e. sales of shares after the record date have no effect on the exercise of shareholders’ rights).

Duly registered shareholders are entitled to vote in the Annual General Meeting.

The shareholder can temporarily leave the Annual General Meetings via the exit desk. When leaving, however, he must sign out at the exit control and, when returning, sign in so that the list of participants can be updated accordingly.

The shareholder must register with his bank early enough so that the registration can be received by the registration office no later than the last day of registration, i.e. by April 17, 2025, 24:00 (CEST).

All documents, in particular the invitation, are available on the Company’s website at www.schaeffler.com/agm. They will also be available in the meeting room during the Annual General Meeting and can be examined by shareholders.

The Annual General Meeting takes place on Thursday, April 24, 2025, 10:00 am (CEST) at the Schaeffler Conference Center, Industriestraße 1 3, 91074 Herzogenaurach. Admission to the building begins at 9:00 am (CEST).

You will find directions for driving to get to the Schaeffler Conference Center, Industriestraße 1-3, 91074 Herzogenaurach, at www.schaeffler.com/agm.

The exact duration of the Annual General Meeting cannot be specified in advance. The Annual General Meeting starts at 10:00 am (CEST), admission to the building begins at 9:00 am (CEST).

No, seat tickets are not available.

A small breakfast and a lunch snack as well as alcohol-free beverages are provided.

• Record date for proof of shareholding for participation in the Annual General Meeting: April 2, 2025, 24:00 (CEST)
• Last day for receipt of motions to supplement the agenda at request of a minority pursuant to section 122 para. 2 in conjunction with section 124 para. 1 sentence 2 AktG or section 138 sentence 3 AktG: March 24, 2025, 24:00 (CET)
• Last day for countermotions on the agenda by shareholders and deadline for the submission of election proposals by shareholders pursuant to section 126 AktG: April 9, 2025, 24:00 (CEST)
• Last day for receipt of the registration at the registration office: April 17, 2025, 24:00 (CEST)

If permissible and timely motions to supplement the agenda, countermotions or election proposals have been received by the Company, they will be published on the Company’s website, as will any possible statement by the management on these matters. Motions to supplement 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.

A resolution on the appropriation of retained earnings available for distribution for the financial year 2024 is planned under agenda item 2 of the Annual General Meeting 2025. In their proposal for the appropriation of profits, the Board Managing Directors and the Supervisory Board also plan to distribute a dividend. Furthermore, in connection with agenda item 1, for which no resolution is planned by the Annual General Meeting, the adopted annual financial statements and the approved consolidated financial statements as of December 31, 2024, the combined management report for the Company and the group and the report of the Supervisory Board for the 2024 financial year are planned to be submitted.

At the day of the Annual General Meeting, requests to speak can be submitted in the meeting room at the speaker’s table.

A public broadcast of the opening of the Annual General Meeting by the chairman of the meeting and the speech by the chairman of the board of managing directors in the context of the Annual General Meeting on the internet is planned. A live broadcast will be available at www.schaeffler.com/agm from 10:00 am (CEST). The live broadcast will end with the start of the general debate.

The shareholders of Schaeffler AG duly registered for the Annual General Meeting or their proxies can also watch the entire Annual General Meeting live in picture and sound on April 24, 2025 via the InvestorPortal, which is accessible via www.schaeffler.com/agm. The required access credentials for the InvestorPortal can be found on the access card.

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. Such a recording of the transmissions on the Internet is also not permitted.