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Annual General Meeting 2024
April 25, 2024

The Annual General Meeting of Schaeffler AG will be held as a virtual general meeting without physical presence of the shareholders or their proxies on Thursday, April 25, 2024, 10:00 am (CEST).

Webcast of Annual General Meeting

Are you a shareholder?

Access to the InvestorPortal (in German) is available here from April 4, 2024. Shareholders and their proxy representatives will be able to follow the entire Annual General Meeting live via the InvestorPortal from 10:00 am (CEST) on April 25, 2024.

InvestorPortal

Public part of the Annual General Meeting

The public part of the Annual General Meeting of Schaeffler AG on April 25, 2024, 10:00 am (CEST), with the opening and the speeches (in German) by Georg F. W. Schaeffler, Chairman of the Supervisory Board, and Klaus Rosenfeld, Chief Executive Officer, will be broadcasted live.

to the webcast (public part)

Documents & Data

Documents for Agenda Item 8

Documents for Agenda Item 15

Frequently Asked Questions on Registration & Participation

On which legal basis will the general meeting by way of a physical meeting?

The conduction of the virtual general meeting is based on section 118a para. 1 sentence 1 of the German Stock Corporation Act (Aktiengesetz – AktG) in conjunction with section 17.7 of the articles of association of Schaeffler AG and a corresponding resolution of the Board of Managing Directors of Schaeffler AG.

Who can participate?

Holders of voting shares and holders of non-voting shares may participate in the Virtual Annual General Meeting on April 25, 2024. Representation by a proxy is also possible. The further requirements for participation and for exercising voting rights can be found in the invitation to the Virtual Annual General Meeting.

How can a shareholder register for the Virtual Annual General Meeting?

The shareholders, i.e. holders of voting shares and holders of non-voting shares, will receive an invitation including additional information via their custodian banks. In a reply form provided by the custodian bank, the shareholder generally has the option, for example, to request an access card for themselves or a representative through their custodian bank, or to personally register according to the procedure described in the invitation to the Virtual Annual General Meeting. The invitation to the Virtual Annual General Meeting was published in the Federal Gazette on March 14, 2024 and since then has also been made available for download on the Schaeffler AG website.

As a shareholder, is it possible for me to attend the General Meeting on site?

No, it is not possible to participate at the location of the General Meeting as part of a virtual general meeting. Instead, we kindly ask you to use our InvestorPortal at www.schaeffler.com/agm for virtual participation. To use the InvestorPortal, you must be properly registered.

How can a shareholder participate in the Virtual Annual General Meeting?

Shareholders receive the information regarding the invitation to the General Meeting via their custodian banks. Using a reply form provided by the custodian bank, shareholders can either instruct their bank to exercise their voting rights or register themselves or a proxy via their custodian bank. Each registered shareholder or proxy will then receive an access card.

You will receive your personal access data to the InvestorPortal from the registration office appointed by Schaeffler AG after proper registration. The access data are expected to be sent from Thursday, April 4, 2024. At www.schaeffler.com/agm you will find the link to the InvestorPortal (incl. electronic proxy and instruction system). On the registration page of the InvestorPortal, enter the number from your access card as well as the transmitted verification code in the appropriate field. After clicking “Next”, you will have to provide some personal information for authentication. You must also enter your own password. This must contain at least eight characters and consist of upper and lower case letters, numbers and special characters.

After clicking the “Login” button you will then be requested to confirm and accept our terms of use on the following page. You can also print the terms of use. You then have the option of activating an e-mail confirmation. If you would like to receive an e-mail confirmation for each of the actions you perform in the InvestorPortal, please enter the address and click on the confirmation in the field provided. You will then be taken to the main page of the InvestorPortal. If you do not wish to receive e-mail confirmations, click on the “X”. After that you will also be redirected to the main page of the InvestorPortal.

For data protection reasons, the e-mail address entered is only stored for this one session and not permanently. If you log in to the InvestorPortal a second time, you will again be required to enter the address - if confirmations are desired.

How many votes does a shareholder have in the Virtual Annual General Meeting?

Schaeffler AG’s share capital is divided into 500,000,000 voting shares with an equal number of voting rights and 166,000,000 non-voting shares. The portion of the share capital allocated to each of the no-par value shares amounts to EUR 1.00. Neither pursuant to section 140 para. 1 nor section 140 para. 2 sentence 1 AktG do the non-voting shares carry voting rights in this year's Virtual Annual General Meeting.

Can a shareholder be represented at the Virtual Annual General Meeting?

Shareholders who are unable or do not wish to participate in the Virtual Annual General Meeting in person are given the opportunity to grant proxy. Authorization may be granted to proxies designated by the company (Stimmrechtsvertreter), an intermediary, an association of shareholders, a proxy advisor or another person or institution with equivalent status pursuant to section 135 AktG (provided that the aforementioned entities each offer a corresponding representation), or another person of their choosing, e.g. a personal confidante who participates in the Virtual Annual General Meeting on behalf of the shareholder or exercises the shareholder´s rights in connection with the Virtual Annual General Meeting (in particular, the right to ask questions). The authorization of a proxy, its revocation and proof of a power of attorney vis-à-vis the company can also be submitted in text form (section 126b BGB) until the day of the Virtual Annual General Meeting. The submission can easily be done via the InvestorPortal. Shareholders are kindly requested to use the proxy form provided by the company for this purpose. The use of the proxy form is not mandatory. For organizational reasons, corresponding text submissions can be made by April 24, 2024, 18:00 (CEST) (receipt is decisive) to the following address:

anmeldestelle@computershare.de

After the aforementioned date as well as on the day of the Virtual Annual General Meeting, the aforementioned actions with respect to the proxies in text form (section 126b BGB) can only be submitted via the InvestorPortal.

What should shareholders do if they have not received an invitation to the Virtual Annual General Meeting?

The custodian banks send the meeting documentation to the shareholders. The shareholders should therefore contact their custodian bank if they have not received an invitation to the Virtual Annual General Meeting by the beginning of April. The invitations can also be viewed on the website www.schaeffler.com/agm and in the Federal Gazette.

What should shareholders do if they have registered for the Virtual Annual General Meeting on time but have not received an access card?

In order to ensure timely receipt of the access cards, we kindly request shareholders to submit their registration and proof of shareholding to the company sufficiently in advance.

Inquiries regarding timely receipt of registration by the registration office or timely receipt of proof of participation entitlement may be directed to the following address:

Schaeffler AG
c/o Deutsche Bank AG
Securities Production
General Meetings
PO Box 20 01 07
60605 Frankfurt am Main
Germany
or by email at: wp.hv@db-is.com

Are shares frozen when the shareholder registers for the Virtual Annual General Meeting?

In relation to the Company, only those shareholders who have provided special proof of their entitlement to virtual participation in the General Meeting via the internet or to exercise their right to ask questions and to vote shall be deemed to be shareholders for the purposes of participation in the Virtual Annual General Meeting and exercising their right to ask questions and to vote. Therefore, shareholders who acquire their shares after 24:00 (CEST) on the record date may not exercise their right to ask questions and to vote. Shareholders who hold shares on the record date and sell them after the record date but before the General Meeting are, in relation to the company, nevertheless entitled to exercise their right to ask questions and to vote – subject to timely registration and submission of proof of shareholding. The record date has no effect on the saleability of the shares.

Can I participate in the Virtual Annual General Meeting if I have already sold my shares?

In relation to the company, participation in the Virtual Annual General Meeting and the exercise of shareholder rights as a shareholder, i.e., holder of voting and/or non-voting shares, is conditional upon providing special proof of share ownership. The proof of share ownership must pertain to the close of business on April 3, 2024, at 24:00 (CEST) (“Record Date”). Section 17.7 sentence 3 of the articles of association shall not apply.

The Record Date does not entail a lock-up period for the transferability of the share ownership. Even in the case of complete or partial disposal of share ownership after the Record Date, the exercise of shareholder rights is exclusively determined by the share ownership of the shareholder on the Record Date (meaning that dispositions of shares after the Record Date have no effect on the exercise of shareholder rights). The same applies to acquisitions and additional acquisitions of shares after the Record Date. Individuals who do not own shares on the Record Date and only become shareholders thereafter can only participate and, in the case of voting shares, have voting rights, if and to the extent that they are authorized or empowered to exercise rights by the person entitled on the Record Date.

Who has voting rights in the Virtual Annual General Meeting?

Only holders of voting shares or their validly authorized proxies have voting rights in the Virtual Annual General Meeting.

Holders of voting shares may exercise their voting rights via absentee vote or by granting proxy and by issuing instructions to proxies designated by the company, in each case in paper form as well as in electronic form. To issue authorizations and instructions to the proxies designated by the company and bound by instruction for holders of voting shares, the form can be used which holders of voting shares receive with the access card to the General Meeting if they register and provide proof of shareholding in a timely manner.

As a shareholder, can I leave the Virtual Annual General Meeting temporarily and come back later?

The shareholder can also follow the Virtual Annual General Meeting only temporarily, partially or with interruption. Please note, however, that the Virtual Annual General Meeting is not recorded in its entirety and that temporary interruptions may therefore not be made up for.

When leaving the InvestorPortal, please ensure that you log out properly using the “Logout” button provided for this purpose.

By which date can a shareholder receive an access card for the Virtual Annual General Meeting?

The registration of the shareholder and the proof of shareholding must be received by the company at least six days prior to the Virtual Annual General Meeting, that is by April 18, 2024, 24:00 (CEST). Upon due registration and receipt of proof of shareholding, access cards including the access credentials for the access-protected InvestorPortal will automatically be sent to the shareholders or their proxies.

Where can the relevant documents for the Virtual Annual General Meeting be viewed?

Relevant documents, and in particular the invitation, are available on the company’s website at www.schaeffler.com/agm. The documents to be made available according to section 124a AktG will also be available during the Virtual Annual General Meeting on April 25, 2024.

When and where will the Virtual Annual General Meeting take place?

The Virtual Annual General Meeting will be held on Thursday, April 25, 2024, as virtual event without physical presence of the shareholders or their proxies at www.schaeffler.com/agm.

There is no right for shareholders or their proxies to physically participate in the General Meeting.

What is the duration of the Virtual Annual General Meeting?

The exact duration of the Virtual Annual General Meeting cannot be specified in advance. The Virtual Annual General Meeting starts at 10:00 (CEST).

What rights do shareholders have at the General Meeting 2024?

Since the General Meeting 2024 will be held as a virtual general meeting in accordance with section 118a para. 1 sentence 1 AktG, shareholders will have various rights both before and during the meeting.

Firstly, shareholders are entitled to submit countermotions and proposals for election in advance of the meeting. Countermotions and proposals for elections are submitted in advance of the meeting in the way described in the invitation to the General Meeting. Shareholders may also submit countermotions and proposals for election as part of a speech during the meeting.

Holders of voting shares can exercise their voting rights by casting votes (if applicable via a proxy) electronically via the InvestorPortal or by authorizing a proxy designated by the company to vote in accordance with their instructions. These options are available in advance of the General Meeting (from when the InvestorPortal is expected to be accessible, i.e., from April 4, 2024) and during the General Meeting by no later than the time specified by the chairman of the meeting in the context of the voting. This enables you to consider the explanations of the Board of Managing Directors and the general debate when exercising your voting rights.

Prior to the meeting, shareholders can also submit statements on the agenda items by means of electronic communication via email to the following address: or-hza-legal@schaeffler.com

Submissions must be made no later than five days before the meeting, by no later than April 19, 2024, at 24:00 (CEST). They must be submitted in text form as a file in PDF format and must not exceed 10,000 characters (including spaces). Motions, proposals for election, questions and objections to resolutions of the General Meeting cannot be part of a statement and will not be considered unless they are also raised in a speech at the General Meeting.

Shareholders who are connected electronically to the meeting have a right to speak at the meeting by means of video communication. Motions, proposals for election, questions and follow-up questions may be part of a speech by a shareholder. As part of their right to speak, shareholders can also exercise their right to obtain information by means of video communication and ask questions during the General Meeting.

Important dates for the Virtual Annual General Meeting on April 25, 2024

  • Last day for submission of a motion to amend the agenda upon request by a minority pursuant to section 122 para. 2 AktG: March 25, 2024, 24:00 (CET)
  • Record date for the proof of shareholding for participation in the Virtual Annual General Meeting: April 3, 2023, 24:00 (CEST)
  • Last day for countermotions on the agenda by shareholders pursuant to section 126 AktG and section 127 AktG: April 10, 2024, 24:00 (CEST)
  • Last day for receipt of the registration at the registration office: April 18, 2024, 24:00 (CEST)
  • Last day for receipt of the proof of shareholding: April 18, 2024, 24:00 (CEST)
  • Last day for submitting statements: April 19, 2024, 24:00 (CEST)
  • Last day for the Company to make statements available in the InvestorPortal: April 20, 2024, 24:00 (CEST)

Where will any submitted motions for amendments to the agenda, countermotions and proposals for election be published?

If permissible and timely motions for amendments to the agenda, countermotions or election proposals by shareholders for elections on the agenda are received by the company, they will be published on our website, as will any possible statement by the management on these matters. Motions to amend the agenda are also published in the Federal Gazette and distributed throughout Europe. In addition, shareholders will receive a notification pursuant to section 125 para. 1 sentence 3 AktG via their intermediary.

Will there be a webcast of the Virtual Annual General Meeting?

Registered shareholders of Schaeffler AG may follow the entire Virtual Annual General Meeting (including the responses to questions submitted and vote) on the access-protected InvestorPortal which is accessible under www.schaeffler.com/agm on April 25, 2024 starting 10:00 (CEST) upon entering their access data. The opening by the chairman of the meeting, the speech of the chairman of the Supervisory Board and the speech of the Chief Executive Officer will be broadcast for the interested public at www.schaeffler.com/agm and will remain available after the Virtual Annual General Meeting as an online recording at the aforementioned address.

Will the complete minutes or a complete video or sound recording of the Virtual Annual General Meeting be available?

No, these will not be available. Neither minutes nor a complete video or sound recording will be made of the Virtual Annual General Meeting.

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