Announcement on the Conversion of Bearer Shares into Registered Shares and the Conversion of the Stock Exchange Listing

2025-06-18 | Herzogenaurach

Schaeffler AG
Herzogenaurach

Ordinary Shares
- ISIN DE000SHA0019 - WKN SHA001

Announcement on the Conversion of Bearer Shares into Registered Shares and the Conversion of the Stock Exchange Listing

Ordinary Shares
- ISIN DE000SHA0019 (old) - WKN SHA001 (old)
- ISIN DE000SHA0100 (new) - WKN SHA010 (new)

On April 24, 2025, the Annual General Meeting of Schaeffler AG, Herzogenaurach, (the "Company") resolved under agenda topic no. 8 to convert the bearer shares into registered shares and to amend the Articles of Association of the Company accordingly.

The amendments to the Articles of Association associated with the conversion were entered into the Company's Commercial Register B at Fürth Local Court (HRB 14738) on May 14, 2025, and have thus become effective. The Company's share capital of EUR 944,884,641.00 is now divided into a total of 944,884,641 registered ordinary shares, each representing a notional share of EUR 1.00 in the share capital.

The last trading day of the ordinary bearer shares is June 25, 2025. Current trading orders that have not yet been executed on June 25, 2025, will expire as a result of the conversion. From June 26, 2025, the Company's ordinary shares will be traded under the new ISIN DE000SHA0100 as registered shares of the Company.

The conversion of the shares to registered shares will take place on the evening of June 27, 2025 (record day). For this purpose, the holdings of bearer shares in the Company held in custody by credit institutions will be converted into registered shares in the Company at a ratio of 1:1. From June 30, 2025 (payment day), they will be recorded as registered ordinary shares under the new ISIN DE000SHA0100.

The share capital, which is divided into registered ordinary shares, is evidenced by two global certificates deposited with Clearstream Banking AG, Frankfurt am Main, Germany. The Company's shareholders participate as co-owners in the collective holdings of the Company's ordinary shares held at Clearstream Banking AG in proportion to their shareholding.

In case of registered shares, only those who are entered as such in the share register are deemed to be shareholders in relation to the Company. This means that only the shareholder entered in the share register is entitled to participate in and exercise voting rights at the Annual General Meeting. The conversion to registered shares therefore requires the establishment of a share register. For this, shareholders must provide their name, date of birth and postal address if they are natural persons, and their company name, registered office and business address if they are legal entities or companies with (partial) legal capacity, as well as an electronic address and the number of shares held in each case.

The legal status of the Company's shareholders who are entered into the share register will not be affected by the conversion of the bearer shares into registered shares. Their participation in the Company remains unchanged, as do the rights associated with their shares. Furthermore, the right of shareholders to sell their shares will not be restricted or made more difficult; in particular, the transfer of registered shares of the Company does not require the Company's consent.

DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, Germany, acts as settlement agent.

Herzogenaurach, in June 2025

Schaeffler AG
The Board of Managing Directors

This is a convenience translation of the German announcement on the Conversion of Shares, which is provided to English-speaking readers for informational purposes only. Only the German version of this document is legally binding on Schaeffler AG. No warranty is made as to the accuracy of this translation and Schaeffler AG assumes no liability with respect thereto.