Schaeffler AG successfully places a bond in the amount of 850 million euros

EQS-News: Schaeffler AG / Key word(s): Bond/Issue of Debt
Schaeffler AG successfully places a bond in the amount of 850 million euros

22.03.2024 / 08:06 CET/CEST
The issuer is solely responsible for the content of this announcement.

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   NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA,
   AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN

   Schaeffler AG successfully places a bond in the amount of 850 million
   euros

Herzogenaurach, Germany | March 22, 2024 | Yesterday, Schaeffler AG
successfully placed a corporate bond with a volume of 850 million euros with
international investors.

The issuance comprises a euro bond in the amount of 850 million euros with
an interest rate of 4.50 percent p.a. and a term until 2030.

The bond placement was carried out under Schaeffler's current debt issuance
program and will be used to refinance the acquisition of the shares in
Vitesco Technologies Group AG and to further optimize the financing
structure of Schaeffler AG.

Claus Bauer, Chief Financial Officer of Schaeffler AG, said: 'With the most
recent bond issuance, we have succeeded in optimizing the financing
structure of Schaeffler AG even further. The entire acquisition of Vitesco
shares is now fully financed on a long-term basis and another milestone of
the transaction has been achieved.'

Settlement of the new bond is planned for March 28, 2024. The bond will be
listed on the regulated market of the Luxembourg Stock Exchange. BNP
Paribas, BofA Securities, Citigroup, and Deutsche Bank, which have already
advised on the syndication process for the bridge financing and the bond
issuance in January 2024 to finance the acquisition of the Vitesco shares in
the context of the public tender offer, acted as Joint Active Bookrunners
for the bond placement.

Here you can find press photos of Claus Bauer:
www.schaeffler.com/en/executive-board

Forward-looking statements and projections

Certain statements in this press release are forward-looking statements. By
their nature, forward-looking statements involve a number of risks,
uncertainties and assumptions that could cause actual results or events to
differ materially from those expressed or implied by the forward-looking
statements. These risks, uncertainties and assumptions could adversely
affect the outcome and financial consequences of the plans and events
described herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. You should not place any undue
reliance on forward-looking statements which speak only as of the date of
this press release. Statements contained in this press release regarding
past trends or events should not be taken as representation that such trends
or events will continue in the future. The cautionary statements set out
above should be considered in connection with any subsequent written or oral
forward-looking statements that Schaeffler, or persons acting on its behalf,
may issue.

Disclaimer: Bond Issue

This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities. Neither this announcement
nor anything contained herein shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any jurisdiction.

This communication is an advertisement for the purposes of Regulation (EU)
2017/1129 and underlying legislation. It is not a prospectus. The base
prospectus is available, and the Final Terms of the bonds when published
will be available, on the website of the Luxembourg Stock Exchange at
https://www.bourse.lu/programme/Programme-Schaeffler/14509.

This announcement does not constitute an offer to sell or a solicitation of
an offer to purchase any securities in the United States. Any securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the 'Securities Act'), or the laws of
any state within the U.S., and may not be offered or sold in the United
States absent registration or an applicable exemption from registration or
in a transaction not subject to the registration requirements of the
Securities Act. Any public offering of securities to be made in the United
States will be made by means of a prospectus that may be obtained from the
issuer or the selling security holder and that will contain detailed
information about the company and management, as well as financial
statements. There will be no offering of the securities in the United
States. This announcement and the information contained herein may not be
distributed or sent into the United States, or in any other jurisdiction in
which offers, or sales of the securities described herein would be
prohibited by applicable laws and should not be distributed to publications
with a general circulation in the United States. The bonds are being offered
and sold outside the United States only in reliance on Regulation S under
the Securities Act.

In the United Kingdom, this announcement is only being distributed to and is
only directed at (i) persons who have professional experience in matters
relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order')
and (ii) high net worth entities falling within Article 49(2) of the Order
and (iii) persons to whom it would otherwise be lawful to distribute it (all
such persons together being referred to as 'relevant persons'). The bonds
are only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such bonds will be engaged in only with,
relevant persons. Any person who is not a relevant person should not act or
rely on this announcement or any of its contents.

None of the Joint Bookrunners or any of their respective directors,
officers, employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or any other information relating to Schaeffler or any of
their subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or
for any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.

The Joint Bookrunners are acting exclusively for Schaeffler and no one else
in connection with the transaction. They will not regard any other person as
their respective clients in relation to the transaction and will not be
responsible to anyone other than Schaeffler for providing the protections
afforded to their respective clients, nor for providing advice in relation
to the transaction, the contents of this announcement or any arrangement or
other matter referred to herein.

In connection with the issue of the bonds, the Joint Bookrunners and any of
their affiliates, acting as investors for their own accounts, may subscribe
for or purchase the securities of Schaeffler and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own
accounts in such securities and other securities of Schaeffler or related
investments in connection with this securities offering or otherwise. The
Joint Bookrunners do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET - Solely for the purposes of each manufacturer's product approval
process, the target market assessment in respect of the bonds has led to the
conclusion that: (i) the target market for the bonds is eligible
counterparties and professional clients only, each as defined in Directive
2014/65/EU (as amended, 'MiFID II'); and (ii) all channels for distribution
of the bonds to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the
bonds (a 'distributor') should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of
the bonds (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to
be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European
Economic Area ('EEA'). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive
2016/97/EU (as amended, the 'Insurance Distribution Directive'), where that
customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129 of the European Parliament and of the Council of
June 14, 2017 (as amended, the 'Prospectus Regulation'). Consequently, no
key information document required by Regulation (EU) No 1286/2014 (as
amended or superseded, the 'PRIIPs Regulation') for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to
be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the United
Kingdom ('UK'). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client, as defined in point (8) of Article 2
of Regulation (EU) 2017/565 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 ('EUWA'); (ii) a customer within
the meaning of the provisions of the Financial Services and Markets Act
2000, as amended (the 'FSMA') and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
the EUWA; or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA. Consequently, no key information document required by Regulation (EU)
No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the 'UK
PRIIPs Regulation') for offering or selling the Notes or otherwise making
them available to retail investors in the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Schaeffler Group - We pioneer motion

The Schaeffler Group has been driving forward groundbreaking inventions and
developments in the field of motion technology for over 75 years. With
innovative technologies, products, and services for electric mobility,
CO-efficient drives, chassis solutions, Industry 4.0, digitalization, and
renewable energies, the company is a reliable partner for making motion more
efficient, intelligent, and sustainable - over the entire life cycle. The
Motion Technology Company manufactures high-precision components and systems
for drive train and chassis applications as well as rolling and plain
bearing solutions for a large number of industrial applications. The
Schaeffler Group generated sales of EUR 16.3 billion in 2023. With around
83,400 employees, Schaeffler is one of the world's largest family-owned
companies and one of Germany's most innovative companies.

Contacts

   Dr. Axel Lüdeke Head of Group             Renata Casaro Head of
   Communications & Public Affairs           Investor Relations Schaeffler
   Schaeffler AG, Herzogenaurach, Germany    AG, Herzogenaurach, Germany
   phone: +49 9132 82 8901 email:            phone: +49 9132 82 4440
   (1)axel.luedeke@schaeffler.com  1.        email: (1)ir@schaeffler.com
   mailto:axel.luedeke@schaeffler.com        1. mailto:ir@schaeffler.com
   Matthias Herms Head of Communications     Maximilian König Manager
   Finance and Sustainability Schaeffler     Investor Relations Schaeffler
   AG, Herzogenaurach, Germany phone: +49    AG, Herzogenaurach, Germany
   9132 82 37314 email:                      phone: +49 9132 82 4440
   (1)matthias.herms@schaeffler.com  1.      email: (1)ir@schaeffler.com
   mailto:%20matthias.herms@schaeffler.co    1. mailto:ir@schaeffler.com
   m

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22.03.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS
News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The EQS Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com

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   Language:       English
   Company:        Schaeffler AG
                   Industriestr. 1-3
                   91074 Herzogenaurach
                   Germany
   Phone:          09132 - 82 0
   E-mail:         ir@schaeffler.com
   Internet:       www.schaeffler.com
   ISIN:           DE000SHA0159
   WKN:            SHA015
   Indices:        SDAX
   Listed:         Regulated Market in Frankfurt (Prime Standard);
                   Regulated Unofficial Market in Berlin, Dusseldorf,
                   Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
   EQS News ID:    1864867

End of News EQS News Service
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1864867 22.03.2024 CET/CEST