Maturity profile improved as part of the Schaeffler Group's treasury management

Bond issue with a total volume of 1.5 billion euros
Issue proceeds will refinance future liabilities
Maturity profile improved as part of the Schaeffler Group's treasury management

The global automotive and industrial supplier Schaeffler today successfully placed corporate bonds with a total volume of 1.5 billion euros with international investors. The bonds were placed under Schaeffler AG's debt issuance program and consist of two bond tranches.

750 million euros 2.750% bond, due 2025

750 million euros, 3.375% bond, due 2028

Due to strong investor demand, the bond placement was several times oversubscribed.

The proceeds from the new bonds are to be used to proactively refinance existing liabilities at an early stage. For this purpose, a buyback offer was made to holders of a bond worth 750 million euros with a remaining term until March 2022. In addition, a bank loan of around 238 million euros is due to be repaid in December 2022. Finally, the early termination of a bond from Schaeffler Finance B.V. planned with a volume of 600 million euros.

"With today's bond issue, the Schaeffler Group is proactively refinancing future due dates as part of its treasury management," says Dr. Klaus Patzak, Chief Financial Officer of Schaeffler AG. "With the full implementation of the transaction, the maturity profile will be improved, the next larger maturity will not be due until 2024."

Settlement of the new bonds is scheduled for October 12, 2020. They are listed on the Luxembourg Stock Exchange. Schaeffler hired Bank of America, BNP Paribas, Deutsche Bank and HSBC as active joint bookrunners to place the bonds.

Disclaimer

This publication constitutes neither an offer to sell nor an invitation to buy securities. Neither this publication nor its content may be used as the basis for an offer in any country.

This publication is an advertisement within the meaning of Regulation (EU) 2017/1129 and the underlying legislation. The Base Prospectus for the Debt Issuance Program is available on the Luxembourg Stock Exchange website at https://www.bourse.lu/programme/Programme-Schaeffler/14509 and the Final Terms for the Notes will be available there after their publication.

Forward-looking statements and forecasts

Certain statements in this press release are forward-looking statements. By their very nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could lead to material differences between the actual results or developments and the results or developments indicated or implied in the forward-looking statements. These risks, uncertainties and assumptions can have a negative impact on the results and the financial consequences of the projects and developments described in this document. There is no obligation to update or change forward-looking statements based on new information, future developments or for other reasons by public announcement. The recipients of this press release should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Statements made in this press release about trends or developments in the past should not be taken as statements that such trends and developments will continue into the future. The warning notices listed above must be viewed in conjunction with later oral or written forward-looking statements by Schaeffler or persons acting on their behalf.

additional Information

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities referred to herein have not been and will not be made under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the law of any state of the United States, and may be registered in the United States without registration or valid exemption from registration or in the course of any transaction for which the registration requirements of the Securities Act do not apply, are not offered or sold. The Notes are not being offered in the United States. This press release and the information contained therein may not be distributed or transmitted in the United States or in any other jurisdiction where the offering or sale of the securities referred to herein is prohibited by applicable law and should not be distributed in the United States generally Publications are transmitted. The Notes are offered and sold in reliance on Regulation S under the Securities Act only outside of the United States.

This notice is addressed only in the United Kingdom to (i) investors with professional experience in matters relating to investments covered by Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (hereinafter the “Order”) and (ii) high equity entities falling under Article 49 (2) of the Order, and (iii) any person to whom it may otherwise be lawfully distributed (collectively, these persons are referred to as “Qualified Persons” ). The Notes are available only to Qualified Persons and any solicitation, offer or agreement to subscribe, buy or otherwise acquire such securities is made only to Qualified Persons. Any person who is not a Qualified Person should in no way act on or reliance on this release or its contents.

None of the Joint Bookrunners or any of their respective directors, officers, employees, consultants or agents accept any responsibility or liability for the accuracy or completeness, or make any representations or warranties, express or implied, as to the accuracy or completeness of the information in this release or to others Information relating to Schaeffler or any of its subsidiaries or affiliates (whether in writing, orally, or in visual or electronic form, and however transmitted or made available) or for losses of any kind arising from the use of this notice or its contents or otherwise in connection therewith.

The joint bookrunners are acting exclusively for Schaeffler and for no one else in connection with the transaction. They do not consider any person other than their respective customers in connection with the transaction and are not responsible to anyone other than Schaeffler for taking the protective measures offered to their respective customers or for advising them with regard to the transaction, the contents of this release or any other matter mentioned herein.

In connection with the issue of the Notes, the Joint Bookrunners and their affiliates, acting as investors for their own accounts, may subscribe to or buy the Schaeffler securities and in that capacity may hold, buy, sell, offer or otherwise for the Schaeffler securities trade their own accounts in such securities and other Schaeffler securities or related investments in connection with this offering of securities or otherwise. The Joint Bookrunners do not intend to disclose the scope of any such investment or transaction unless it is consistent with legal or regulatory obligations.

MIFID II PRODUCT MONITORING OBLIGATIONS / TARGET MARKET PROFESSIONAL INVESTORS AND APPROPRIATE COUNTERPARTIES - The target market determination with regard to the Notes - solely for the purpose of the product approval process of each creator - has led to the result that: (i) the target market for the Notes exclusively suitable counterparties and professional customers , in each case within the meaning of Directive 2014/65 / EU (in the currently valid version, "MiFID II"), and (ii) all channels for the distribution of the bonds to suitable counterparties and professional clients are appropriate. Any person who subsequently offers, sells or recommends the Notes (a "Distributor") should take into account the assessment of the manufacturers' target market; A sales company that is subject to MiFID II is, however, responsible for carrying out its own target market determination with regard to the bonds (either through the takeover or by specifying the target market determination of the manufacturers) and to determine appropriate sales channels.

PROHIBITION OF SALE TO RETAIL INVESTORS IN THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM - The Notes are not for offer, sale or other making available to retail investors in the European Economic Area ("EEA") or the United Kingdom ("UK") and should be reserved for retail investors in the EEA and in the UK not offered, not sold to them and not made available to them in any other way. For the purposes of this provision, the term retail investor refers to a person who meets one (or more) of the following criteria: (i) he is a retail investor within the meaning of Article 4 Paragraph 1 No. 11 of Directive 2014/65 / EU (in their currently valid version, "MiFID II"); (ii) it is a customer within the meaning of Directive 2016/97 / EU in its currently valid version ("IDD"), unless this customer is a professional customer within the meaning of Article 4 Paragraph 1 No. 10 MiFID II; or (iii) it is not a qualified investor within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended from time to time, the "Prospectus Regulation"). Accordingly, no key information sheet required under Regulation (EU) No. 1286/2014 (in its currently valid or replaced version, the "PRIIPs Regulation") for the offer, sale or other provision of the bonds to retail investors in the EEA or in GB created; therefore, the offer or sale or other making available of the Notes to retail investors in the EEA or the UK may be unlawful under the PRIIPs Regulation.