Annual General Meeting 2016

The annual general meeting is the meeting of the shareholders of the company. Shareholders may participate personally or through an authorized representative. The further requirements for participation and for exercising voting rights can be found in the invitation to the annual general meeting.

The shareholders will receive an invitation to the annual general meeting together with the agenda via their custodian banks. By means of a reply form attached by the custodian bank, the shareholder is given the opportunity either to commission his bank to exercise his right to participate or request an admission ticket for himself or for a representative from his custodian bank. The custodian banks will forward these requirements to the registration office commissioned by Schaeffler AG. The invitation to the annual general meeting was published in the Federal Gazette on March 15, 2016 and since then has also been made available for download on the Schaeffler AG website.

Schaeffler AG’s share capital is divided into 500,000,000 common shares with an equal number of voting rights and 166,000,000 common non-voting shares. The portion of the share capital allocated to each of the no-par-value shares amounts to € 1.00. Pursuant to section 140 para. 1 German Stock Companies Act (“Aktiengesetz” – AktG), the common non-voting shares have no voting right in the annual general meeting.

Shareholders who cannot or do not want to personally participate in the annual general meeting are given the opportunity to appoint an authorized representative. Authorization may be granted to proxies designated by the company (Stimmrechtsvertreter), a bank, an association of shareholders, another person or institution with equivalent status pursuant to sec. 135 AktG (if they each offer proxy voting), or another third party, e.g. a personal confidante who attends the general meeting for the shareholder.

The custodian banks send the annual general meeting documents to the shareholders. The shareholders should therefore contact their custodian bank if they have not received an invitation to the annual general meeting by early April 2016. The invitation can also be viewed on the website mentioned above and in the Federal Gazette.

A shareholder who has registered on time and has not received an admission ticket can still attend the annual general meeting. If the admission ticket was issued and simply did not reach the recipient by mail (on time), the shareholder is listed in the registration record. This can be checked on site at the special counter.

Queries about the timely receipt of the registration by the registration office can 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 fax at: +49 69 12012-86045
or by e-mail at: wp.hv@db-is.com

Only those shareholders who have provided proof of the right to participate in the annual general meeting or to exercise voting rights are deemed to be shareholders of the company and are entitled to attend the annual general meeting. Proof of shareholding as of April 1, 2016, 00:00 (CEST) (“record date”) must be provided. This means that shareholders who have acquired their shares after the record date cannot attend the annual general meeting or exercise voting rights in the annual general meeting. The record date does not prevent a sale of the shares. The record date is also not a relevant date for the dividend entitlement.

Participation is based on the record date, i.e. Friday, April 1, 2016, 00:00 (CEST), timely registration for the annual general meeting, and the submission of proof of shareholding. The subsequent sale of shares has no influence on the right to participate in the annual general meeting.

Only holders of common shares or their authorized representatives have voting rights in the annual general meeting.

The shareholder can temporarily leave the annual general meeting via the exit desk. When leaving, however, he must sign out at the exit desk and, when returning, sign in again so that the list of participants can be updated accordingly.

The shareholder must register with his bank early enough so that the registration is received at the registration office no later than the last day of registration, i.e. by 24:00 (CEST) on Friday, April 15, 2016.

All documents, and in particular the invitation, are available on the company’s website at www.schaeffler.com/agm.

The annual general meeting takes place on Friday, April 22, 2016, at the “Frankenhalle” of the “NürnbergMesse” GmbH, Exhibition Center, 90471 Nuremberg. The annual general meeting starts at 11:00 (CEST). Admission to the building begins at 10:00 (CEST).

You will find directions for driving and using public transportation to get to the Frankenhalle at www.schaeffler.com/agm.

The exact duration of the annual general meeting cannot be specified in advance. The annual general meeting starts at 11:00 (CEST) and admission to the building begins at 10:00 (CEST).

Seat tickets are not available.

A small breakfast, a lunch, and alcohol-free beverages are provided.

• Record date for the proof of shareholder status for participation in the annual general meeting: Friday, April 1, 2016, 00:00 (CEST)
• Last day for submission of a motion to amend the agenda upon request by a minority pursuant to sec. 122 para. 2 in conjunction with sec. 124 para. 1 sentence 2 AktG: March 22, 2016, 24:00 (CET)
• Last day for countermotions on the agenda by shareholders and deadline for submitting nominations by shareholders pursuant to sec. 126 AktG: April 7, 2016, 24:00 (CEST)
• Last day for receipt of the registration at the registration office: April 15, 2016, 24:00 (CEST)
• Annual general meeting: April 22, 2016, 11:00 (CEST). Admission to the building begins at 10:00 (CEST)

At the annual general meeting on April 22, the Executive Board and the Supervisory Board of Schaeffler AG will recommend the payment of a dividend of € 0.35 and a one-time special dividend of € 0.15 per common non-voting share entitled to a dividend, and a dividend of € 0.34 and a one-time special dividend of € 0.15 per common share entitled to a dividend for the 2015 financial year.

The dividend and the special dividend will be paid from April 25, 2016. The dividend payment is made irrespective of whether or not a shareholder has participated in the annual general meeting. The dividends will be paid to the shareholders whose share is in a securities account at market close on the day of the annual general meeting.

If permissible and timely motions for amendments to the agenda, countermotions or nominations have been 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, and are expected to be reported to the shareholders along with the notice of the convocation of the annual general meeting pursuant to section 125 para. 1 sentence 3 AktG.

Requests to speak can be submitted in the meeting hall at the speaker’s table. It is located – from the perspective of the shareholders – to the right in front of the podium.

Yes, a transmission of the speech by the Chief Executive Officer and the report by the Supervisory Board on the internet is planned. A live transmission will take place at www.schaeffler.com/agm starting at 11:00 (CEST). The live transmission will end when the general debate starts. After the event, the transmission will be available as a podcast.

No, these will not be available. Neither minutes nor a video or sound recording will be made of the proceedings of the annual general meeting.