Extraordinary General Meeting and Separate Meeting of the Non-voting Common Shareholders

The extraordinary general meeting is the meeting of the company’s shareholders. Voting and non-voting common shareholders may participate in the extraordinary general meeting personally or through an authorized representative. Only non-voting common shareholders and their authorized representatives are entitled to participate in the separate meeting of the non-voting common shareholders. Non-voting common shareholders may participate in the separate meeting of the non-voting common shareholders personally or through an authorized representative. The further requirements for participation and for exercising voting rights can be found in the invitations to the respective meeting.

Shareholders, i.e. voting and non-voting common shareholders, will receive an invitation to the extraordinary general meeting via their custodian banks. Non-voting common shareholders also receive an invitation to the separate meeting of the non-voting common shareholders together with the agenda for the separate meeting of the non-voting common shareholders 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 invitations to the meetings. The invitations to the meetings were published in the Federal Gazette on December 20, 2023 and since then have also been made available for download on the Schaeffler AG website.

Schaeffler AG’s share capital is divided into 500,000,000 voting common shares with an equal number of voting rights and 166,000,000 non-voting common shares. The portion of the share capital allocated to each of the no-par-value shares amounts to EUR 1.00. The company does not hold any treasury shares.

Pursuant to section 140 para. 1 German Stock Companies Act (“Aktiengesetz” – AktG), the non-voting common shares have no voting right at the extraordinary general meeting. The non-voting common shares also have no voting right at the extraordinary general meeting pursuant to section 140 para. 2 sentence 1 AktG.

Unlike is the case in the extraordinary general meeting, only non-voting common shareholders are entitled to vote at the separate meeting of the non-voting common shareholders. The total number of voting rights in the separate meeting of the non-voting common shareholders corresponds to the total number of non-voting common shares and therefore, at the time of notice of the convocation of the extraordinary general meeting and the separate meeting of the non-voting common shareholders in the Federal Gazette, is 166,000,000.

Voting and non-voting common shareholders who cannot or do not want to personally participate in the extraordinary general meeting and the separate meeting of the non-voting common shareholders are given the opportunity to grant power of attorney. Powers of attorney may be granted to the proxies designated by the company (Stimmrechtsvertreter), an intermediary, an association of shareholders, 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 attends the extraordinary general meeting on behalf of a shareholder and/or the separate meeting of the non-voting common shareholders on behalf of a non-voting common shareholder.

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 extraordinary general meeting by Mid-January. The aforesaid applies accordingly to non-voting common shareholders with respect to the invitation to the separate meeting of the non-voting common shareholders. The invitations can also be viewed on the website at www.schaeffler.com/egm and in the Federal Gazette.

A shareholder who has registered on time and has not received an access card can still attend the extraordinary general meeting and, in the case of non-voting common shareholders, the separate meeting of the non-voting common shareholders. 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 Deutsche Bank AG
Securities Production
General Meetings
PO Box 20 01 07
60605 Frankfurt am Main

Or by fax at: 069/12012-86045

Or by e-mail at: wp.hv@db-is.com

In relation to the company, only those who have provided the specific proof of shareholding shall be deemed to be a shareholder, i.e. a voting and/or non-voting common shareholder, for the purpose of participating in the extraordinary general meeting and exercising shareholders’ rights. The proof of shareholding must be as of the end of business on January 11, 2024 24:00 hours (CET) (“record date”). Section 17.4 sentence 3 of the Articles of Association is not applicable.

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). The same applies to purchases and additional purchases of shares after the record date. Persons who do not yet hold any shares on the record date and only become shareholders thereafter are only entitled to participate and, in the case of voting common shares, 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, only those who have provided the specific proof of share ownership shall be deemed to be a shareholder, i.e. a voting and/or non-voting common shareholder, for the purpose of participating in the extraordinary general meeting and exercising shareholders’ rights. The proof of shareholding must be as of the end of business on January 11, 2024 24:00 hours (CET) (“record date”). Section 17.4 sentence 3 of the Articles of Association is not applicable.

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). The same applies to purchases and additional purchases of shares after the record date. Persons who do not yet hold any shares on the record date and only become shareholders thereafter are only entitled to participate and, in the case of voting common shares, 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.

Only holder of voting common shares or their valid authorized representatives have voting rights in the extraordinary general meeting.

Unlike is the case in the extraordinary general meeting, only non-voting common shareholders or their valid authorized representatives have voting rights in the separate meeting of the non-voting common shareholders.

The shareholder can temporarily leave the 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 January 26, 2024 at 24:00 hours (CET).

All documents, in particular the invitation, are available on the company’s website at www.schaeffler.com/egm.

The meetings take place on Friday, February 2, 2024, 10:00 hours (CET) at the Schaeffler Conference Center, Industriestraße 1-3, 91074 Herzogenaurach. The extraordinary general meeting starts at 10:00 hours (CET). Admission to the building begins at 9:00 hours (CET).

The separate meeting of the non-voting common shareholders follows the extraordinary general meeting on the same day, but at the earliest at 13:00 hours (CET).

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

The exact duration of the meetings cannot be specified in advance. The extraordinary general meeting starts at 10:00 hours (CET), admission to the building begins at 9:00 hours (CET).

The separate meeting of the non-voting common shareholders follows the extraordinary general meeting on the same day, but at the earliest at 13:00 hours (CET).

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 meetings: January 11, 2024, 24:00 hours (CET)
• 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: January 2, 2024, 24:00 hours (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: January 18, 2024, 24:00 hours (CET)
• Last day for receipt of the registration at the registration office: January 26, 2024, 24:00 hours (CET)

The meetings on February 2, 2024 are an extraordinary general meeting of the company and a separate meeting of the non-voting common shareholders. A resolution on the appropriation of profits and the usual submissions to the extraordinary general meeting, including the submission of the annual and consolidated financial statements as of December 31, 2023, will be passed at the ordinary general meeting, which is expected to take place on April 25, 2024.

If permissible and timely motions to supplement the agenda, countermotions or election proposals 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 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 meetings pursuant to section 125 para. 1 sentence 3 AktG.

Requests to speak can be submitted in the meeting hall at the speaker’s table.

A public broadcast of the opening of the extraordinary 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 extraordinary general meeting on the internet is planned. A live broadcast will be available at www.schaeffler.com/egm from 10:00 hours (CET). The live broadcast will end with the start of the general debate.

There will be no public broadcast of the separate meeting of the non-voting common shareholders on the internet.

The shareholders of Schaeffler AG duly registered for the respective meeting or their proxies can also watch the entire respective meeting live in picture and sound on February 2, 2024 via the InvestorPortal, which is accessible via www.schaeffler.com/egm. 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 meetings. Such a recording of the transmissions on the Internet is also not permitted.