Annual General Meeting of Schaeffler approves merger ofVitesco Technologies
Group Aktiengesellschaft into Schaeffler AG

EQS-News: Schaeffler AG / Key word(s): AGM/EGM/Dividend
Annual General Meeting of Schaeffler approves merger ofVitesco Technologies
Group Aktiengesellschaft into Schaeffler AG

25.04.2024 / 16:50 CET/CEST
The issuer is solely responsible for the content of this announcement.

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  * Approval of the merger by the Annual General Meeting, completion of the
    merger still expected in the fourth quarter of 2024

* Preparations for the integration of Vitesco proceeding according to plan

  * Annual General Meeting approves dividend of 45 eurocents per non-voting
    common share for the 2023 financial year

  * Horst Ott, District Manager of the IG Metall union in Bavaria, appointed
    as a member of the Supervisory Board

  * CEO Klaus Rosenfeld: "Together with Vitesco, we are creating the leading
    Motion Technology Company."

Herzogenaurach | April 25, 2024 | The Annual General Meeting of Schaeffler
AG ("Schaeffler") today approved the merger of Vitesco Technologies Group
Aktiengesellschaft ("Vitesco") into Schaeffler. After Vitesco shareholders
at their Annual General Meeting had already voted in favour of the merger
agreement the day before, the Annual General Meeting of Schaeffler has also
given the green light for the merger. Today's Annual General Meeting also
approved all other resolutions proposed by the management.

Up to 626 participants attended the virtual event.

Klaus Rosenfeld, CEO of Schaeffler AG: "With the approval of the Annual
General Meetings of Schaeffler and Vitesco we have fulfilled further
important requirements to finalise the merger of the two companies. This
marks the beginning of a new chapter in the corporate development of the
Schaeffler Group. Together with Vitesco, we are creating the leading Motion
Technology Company."

With the successful Annual General Meeting, Schaeffler has now completed the
second step of the three-step overall transaction. The merger is still
expected to be completed in the fourth quarter of 2024.

Integration preparations on track
The preparations for the integration of Vitesco into Schaeffler are already
in full swing and are progressing according to plan. In his speech, CEO
Klaus Rosenfeld reported to shareholders that an important milestone had
been reached on March 14 of this year, with the establishment of the future
organisational structure on the first level below the Board of Managing
Directors and the Regional CEOs. The next phase of the integration process
will now focus on the second management level, the development of the
divisional and functional strategies and structures, as well as a joint
business plan. These steps are of crucial importance to optimally prepare
Schaeffler for the year 2025, which is expected to be the first fully
integrated financial year of the newly shaped group.

Dividend of 45 eurocents per non-voting common share
With regard to the business performance of the previous year, Schaeffler
once again succeeded in growing despite a challenging environment, Klaus
Rosenfeld reported at the Annual General Meeting. The Automotive
Technologies division recorded an order intake of over five billion euros in
the field of e-mobility in 2023. Increasing global demand for repairs,
driven by a growing and ageing vehicle fleet, has been a key driver for the
positive revenue and earnings development of the Automotive Aftermarket
division. In addition, despite challenging market and competitive
conditions, the industrial division achieved remarkable results in some
areas in 2023.

Against this backdrop, the Annual General Meeting approved a dividend of 45
eurocents per non-voting common share proposed by the Board of Managing
Directors and the Supervisory Board. This represents a dividend payout ratio
of 47.3 percent of net income attributable to shareholders before special
items. In consultation with the Supervisory Board, the Board of Managing
Directors had decided to raise the corridor for the annual dividend payout
from the previous 30 to 50 percent to now 40 to 60 percent, so that
shareholders will participate even more in the company's profits in the
future.

For the current financial year 2024, Klaus Rosenfeld referenced to the
forecast for 2024 published with the Annual Report, which considers the
planned merger in the fourth quarter.

Horst Ott appointed as a member of the Supervisory Board

At the end of the Annual General Meeting, Jürgen Wechsler resigned from the
Supervisory Board. He will be replaced by Horst Ott, District Manager of the
IG Metall union in Bavaria: "I would like to thank Mr. Wechsler for many
years of work on the Supervisory Board and his valuable support as Deputy
Chairman. As a member of the Supervisory Board from the very beginning, he
has made a significant contribution to the relationship of trust with his
objective way of working. We wish him good health and happiness for his
well-deserved retirement," said Georg F. W. Schaeffler, family shareholder
and Chairman of the Supervisory Board. "The approval of the merger of
Vitesco Technologies Group Aktiengesellschaft into Schaeffler AG at today's
Annual General Meeting marks a milestone in our corporate history.
Schaeffler is and will remain also in the future a family-owned company that
is shaping the future sustainably, innovatively and with a pioneering spirit
in the interests of all stakeholders."

The voting results of today's Annual General Meeting and the reports by the
Supervisory Board and the CEO will be available shortly at
https://www.schaeffler.com/en/investor-relations/general-meeting/

You can nd the annual report at: www.schaeffler-annual-report.com.

Disclaimer
Voluntary public tender offer of Schaeffler AG to the shareholders of
Vitesco Technologies AG

This publication contains information regarding the voluntary public tender
offer (the "Offer") of Schaeffler AG ("Schaeffler") for all shares of
Vitesco Technologies Group AG ("Vitesco" or the "Company") and does not
constitute a solicitation to sell or an offer to buy any of the securities
of Vitesco. The offer document published by Schaeffler after approval by the
German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) ("Offer Document") is the sole binding
document with regard to the terms and other provisions relating to the
Offer. Investors and holders of securities of Vitesco are strongly advised
to read the Offer Document and all other announcements relating to the Offer
as soon as they have been made public, as they contain or will contain
important information.

The Offer is being implemented solely in accordance with the applicable laws
of the Federal Republic of Germany, in particular the German Securities
Acquisition and Trading Act (Wertpapiererwerbs- und Übernahmegesetz)
("WpÜG") in conjunction with the German regulation on the contents of offer
documents, considerations related to tender offers and compulsory offers,
and exemptions from the obligation to publish and submit an offer
(WpÜG-Angebotsverordnung), and with certain provisions of the securities
laws of the United States of America applicable to cross-border tender
offers. The offer is not made or intended to be made pursuant to the
provisions of any other jurisdiction. Accordingly, no notifications,
registrations admissions or approvals of the Offer or of the Offer Document
have been or will be applied for or initiated by Schaeffler or the persons
acting in conjunction with Schaeffler outside of the Federal Republic of
Germany. Schaeffler and the persons acting in conjunction with Schaeffler
therefore do not assume any responsibility for compliance with law other
than the laws of the Federal Republic of Germany or applicable securities
laws of the United States of America.

The Offer will not be filed, published or publicly advertised pursuant to
the laws of any jurisdiction other than the Federal Republic of Germany and
the United States of America.

Schaeffler and the persons acting in conjunction with Schaeffler assume no
responsibility for the publication, dispatch, distribution or dissemination
of any documents connected with the Offer outside the Federal Republic of
Germany, the Member States of the European Union and the European Economic
Area being compatible with the applicable requirements of jurisdictions
other than those of the Federal Republic of Germany. Furthermore, Schaeffler
and the persons acting in conjunction with Schaeffler assume no
responsibility for the non-compliance of third parties with any laws.

Schaeffler, to the extent permissible under applicable law or regulation,
reserves the right to purchase, or conclude agreements to purchase, shares
in the Company, directly or indirectly, or enter into derivative
transactions with respect to the shares in the Company, outside of the
Offer. This applies to other securities which are directly convertible into,
exchangeable for, or exercisable for shares in the Company. These purchases
may be completed via the stock exchange at market prices or outside the
stock exchange in negotiated transactions. Any information about such
purchases will be disclosed as required by law or regulation in Germany or
any other relevant jurisdiction.

Insofar as this document contains forward-looking statements, such
statements do not represent facts and are characterized by the words
"expect", "believe", "estimate", "intend", "aim", "assume" or similar
expressions. Such statements express the intentions, opinions or current
expectations and assumptions of Schaeffler and the persons acting in
conjunction with Schaeffler, for example with regard to the potential
consequences of the Offer for the Company, for those shareholders of the
Company who choose not to accept the Offer or for future financial results
of the Company. Such forward-looking statements are based on current plans,
estimates and forecasts which Schaeffler and the persons acting in
conjunction with Schaeffler have made to the best of their knowledge, but
which do not claim to be correct in the future. Forward-looking statements
are subject to risks and uncertainties that are difficult to predict and
usually cannot be influenced by Schaeffler or the persons acting in
conjunction with Schaeffler. It should be kept in mind that the actual
events or consequences may differ materially from those contained in or
expressed by such forward-looking statements. Schaeffler and the persons
acting in conjunction with Schaeffler assume no obligation to update
forward-looking statements with respect to actual developments or events,
conditions events, general conditions, assumptions or other factors.


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.

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     Henrik Adelmann Manager
   Finance & 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:matthias.herms@schaeffler.com      1. mailto:ir@schaeffler.com

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25.04.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS
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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:    1889885

End of News EQS News Service
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1889885 25.04.2024 CET/CEST