Shareholders of Schaeffler AG approve conversion of non-voting common shares

Conversion of non-voting common shares into common shares with full voting rights approved with large majority

Conversion intended to become effective with the merger of Vitesco into Schaeffler

Second step of the three-step overall transaction successfully completed

Dividend proposal for 2023 of 45 euro cents per non-voting common share; planned increase in dividend payout ratio to 40 to 60 per cent

At today’s Extraordinary General Meeting of Schaeffler AG (“Schaeffler”) and the separate meeting of the non-voting common shareholders, the shareholders of Schaeffler have almost unanimously decided in favor of the proposed conversion of non-voting common shares into common shares with full voting rights. At the Extraordinary General Meeting, Schaeffler’s common shareholder with voting rights, the holding of the Schaeffler family, voted in favor of the resolution. At the separate meeting of the non-voting common shareholders 99.88 percent of the registered votes of the non-voting common shareholders voted in favor of the resolution.

The conversion of shares is the second step of the planned three-step overall transaction that aims to merge Vitesco Technologies Group AG into Schaeffler AG, creating a leading Motion Technology Company. The share conversion is subject to the prior or simultaneous completion of the merger and is expected to be completed in the fourth quarter of 2024. The conversion ratio is 1:1 - each non-voting common share of Schaeffler will be converted into one common share with full voting rights.

Georg F. W. Schaeffler, family shareholder and Chairman of the Supervisory Board of Schaeffler AG, said: “Our family’s readiness to grant voting rights to all Schaeffler shareholders clearly signals our continued commitment to the proposed merger with Vitesco as it creates significant value for all stakeholders. The new shareholding structure is another important step on our way to build a leading Motion Technology Company.”

The third step of the overall transaction, the merger of Vitesco into Schaeffler, is already in preparation. This step is subject to the approval of the respective Annual General Meetings of both companies, which are scheduled for April 24, 2024 (Vitesco) and April 25, 2024 (Schaeffler). The merger is planned to be completed in the fourth quarter of 2024.

Klaus Rosenfeld, CEO of Schaeffler AG, said: “We are pleased with the strong approval for the share conversion. With the planned simplification of the shareholder structure we will enhance our appeal to the capital market. Apart from this, our focus is on concluding the third step of the overall transaction and progressing the preparations for the integration of Vitesco to realize the expected synergies from the merger.”

At today’s Extraordinary General Meeting and the separate meeting of the non-voting common shareholders, Schaeffler proposed a dividend of 45 euro cents per non-voting common share for the fiscal year 2023. At the same time, Schaeffler’s Executive Board has decided to propose an increase in the dividend payout ratio from the previous 30 to 50 percent to 40 to 60 percent of consolidated net income adjusted for special items to the Supervisory Board.