Schaeffler : Invitation to the Annual General Meeting

Convenience Translation

Invitation

to the Annual General Meeting of Schaeffler AG on April 25, 2024

This is a convenience translation of the German language invitation to the annual general meeting of Schaeffler AG, 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.

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Agenda

1. Presentation of the adopted separate financial statements and the approved consolidated financial statements as of December 31, 2023, and the combined management report for the company and the group, as well as the report of the Supervisory Board for the financial year 2023
2. Resolution on the appropriation of the retained earnings available for distribution for the financial year 2023
3. Resolution on the approval of the acts of the members of the Board of Managing Directors for the financial year 2023
4. Resolution on the approval of the acts of the members of the Supervisory Board for the financial year 2023
5. Resolution on the appointment of the auditor for the audit of the separate financial statements and the consolidated financial statements and for the review of the condensed financial statements and the interim management report as well as for any review of additional interim financial information
6. Resolution on the approval of the remuneration report for the financial year 2023
7. Resolution on the approval of the amended remuneration system for the Board of Managing Directors
8. Resolution on the approval of the merger agreement dated March 13, 2024 between Schaeffler AG as acquiring entity and Vitesco Technologies Group Aktiengesellschaft as transferring entity
9. Resolution on the capital increase for the purpose of implementing the merger of Vitesco Technologies Group Aktiengesellschaft into Schaeffler AG
10. Resolution on the creation of authorized capital with exclusion of subscription rights and corresponding amendment to the Articles of Association
11. Confirmation of the resolution of the extraordinary general meeting on February 2, 2024 on the conversion of non-voting common shares into voting common shares by canceling the preferential right to profits and corresponding amendments of the Articles of Association as well as instructions to the Board of Managing Directors
12. Confirmation of the resolution of the extraordinary general meeting on February 2, 2024 on the special resolution of the voting common shareholders on the resolution of the extraordinary general meeting on February 2, 2024 under agenda item 1 on the approval of the conversion of non-voting common shares into voting common shares by canceling the preferential right to profits and corresponding amendments of the Articles of Association as well as instructions to the Board of Managing Directors
13. New Elections to the Supervisory Board
14. Resolution on the amendment of section 17.4 sentence 3 of the Articles of Association
15. Resolution on the approval of the conclusion of the domination and profit and loss transfer agreement between Schaeffler AG and Schaeffler Verwaltungsholding Vier GmbH

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Schaeffler AG

Herzogenaurach

Unique identifier of the event: e2ee5d9952cbee11b52f00505696f23c

ISIN (common shares): DE000SHA0019 (WKN SHA001)

ISIN (non-voting common shares): DE000SHA0159 (WKN SHA015)

We hereby invite our shareholders to the annual general meeting on

Thursday, April 25, 2024, 10:00 (CEST)

to be held as virtual event without physical presence of the shareholders or their proxies at www.schaeffler.com/agm ("Virtual Annual General Meeting"). The location of the meeting within the meaning of the German Stock Corporation Act (Aktiengesetz - AktG) is Schaeffler Conference Center, Industriestraße 1-3, 91074 Herzogenaurach, Germany.

Holding as a virtual general meeting

The Board of Managing Directors of the company has resolved to hold the annual general meeting of the company as a virtual general meeting without the physical presence of the company´s shareholders or their proxies.

These resolutions were made based on the authorization in section 17.7 of the Articles of Association and section 118a para. 1 sentence 1 AktG.

The members of the Board of Managing Directors, the members of the Supervisory Board, the proxies designated by the company and the notary public taking the minutes of the general meeting will be present at the location of the chairman of the meeting.

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1. Agenda

1. Presentation of the adopted separate financial statements and the approved consolidated financial statements as at December 31, 2023, and the combined management report for the company and the group, as well as the report of the Supervisory Board for the financial year 2023
   The Supervisory Board approved the separate financial statements and the consolidated financial statements prepared by the Board of Managing Directors. The separate financial statements have thus been adopted pursuant to section 172 sentence 1 AktG. The general meeting therefore does not need to adopt a resolution on this agenda item 1. The abovementioned documents are available on the company's website at www.schaeffler.com/agm. In addition, the documents will be available and explained in detail at the general meeting.
2. Resolution on the appropriation of the retained earnings available for distribution for the financial year 2023

The Board of Managing Directors and the Supervisory Board propose to appropriate the retained earnings for financial year 2023 of EUR 425,592,764.88 reported in the separate financial statements of Schaeffler AG as follows:

Distribution of a dividend of EUR 0.45 per non-voting common
share entitled to a dividend, at 166,000,000 non-voting common
shares this comes to:	EUR	74,700,000.00
Distribution of a dividend of EUR 0.44 per voting common share
entitled to a dividend, at 500,000.00 voting common shares this
comes to:	EUR	220,000,000.00
Transfer to the revenue reserves:	EUR	130,892,764.88

In case of a corresponding resolution of the general meeting, the dividend is due in accordance with section 58 para. 4 sentence 2 AktG on the third business day following the resolution adopted by the general meeting, i.e., on April 30, 2024.

1. Resolution on the approval of the acts of the members of the Board of Managing Directors for the financial year 2023
   The Board of Managing Directors and the Supervisory Board propose to approve the acts of the members of the Board of Managing Directors holding office in the financial year 2023 for this period.
2. Resolution on the approval of the acts of the members of the Supervisory Board for the financial year 2023
   The Board of Managing Directors and the Supervisory Board propose to approve the acts of the members of the Supervisory Board holding office in the financial year 2023 for this period.
3. Resolution on the appointment of the auditor for the audit of the separate financial statements and the consolidated financial statements and for the review of the condensed

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financial statements and the interim management report as well as for any review of additional interim financial information

The Supervisory Board - based on the recommendation of the audit committee - proposes to appoint KPMG AG Wirtschaftsprüfungsgesellschaft, Munich,

1. 1. as auditor for the audit of the separate financial statements and the consolidated financial statements for the financial year 2024;
   2. as auditor for the review of the condensed financial statements and the interim management report (sections 115 para. 5 and 117 no. 2 Securities Trading Act (Wertpapierhandelsgesetz - WpHG) for the first six months of the financial year 2024; and
   3. as auditor for any review of additional interim financial information (section 115 para. 7 WpHG) for the first and/or third quarter of the financial year 2024 and/or for the first quarter of the financial year 2025.
2. Resolution on the approval of the remuneration report for the financial year 2023
   Pursuant to section 162 AktG, the Board of Managing Directors and the Supervisory Board of a listed company must prepare an annual remuneration report on the remuneration of the board members.
   The remuneration report was audited by the auditor in accordance with section 162 para. 3 AktG to determine whether the legally required disclosures pursuant to section 162 para. 1 and 2 AktG were made. In addition to the legal requirements, the auditor also examined the content of the report. The auditor's report on the remuneration report is attached to the remuneration report.
   According to section 120a para. 4 sentence 1 AktG the general meeting of a listed company has to resolve on the approval of the remuneration report for the previous financial year prepared and audited in accordance with section 162 AktG.
   The remuneration report for the financial year 2023 is sited after the agenda in section II.
   "Reports and further information on items on the agenda" and can be accessed online at www.schaeffler.com/agm from the convening of the general meeting onwards.
   The Board of Managing Directors and the Supervisory Board propose to the general meeting to approve the remuneration report for the financial year 2023 sited after the agenda in section II.
   "Reports and further information on items on the agenda".
3. Resolution on the approval of the amended remuneration system for the Board of Managing Directors
   Pursuant to section 120a para. 1 AktG, listed companies must pass a resolution at the general meeting to approve the remuneration system for members of the Board of Managing Directors presented by the Supervisory Board everytime a material change is made, but at least every four years.
   The Supervisory Board of Schaeffler AG has resolved to amend the remuneration system approved by the general meeting on April 21, 2022.

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Subject to the approval of Schaeffler AG's general meeting, the remuneration system is to apply retroactively from January 1, 2024, for already appointed members of the Board of Managing Directors, as well as for all members of the Board of Managing Directors whose service contracts are newly concluded or extended. In view of the planned merger with Vitesco Technologies Group Aktiengesellschaft, which is aimed to be completed in the financial year 2024, certain adjustments to the remuneration system shall apply from January 1, 2025. Moreover, the adjusted remuneration system provides for a transitional arrangement for the year 2024 in relation to former members of the Board of Managing Directors of Vitesco Technologies Group Aktiengesellschaft who are appointed as members of the Board of Managing Directors of Schaeffler AG, in the event that the planned merger of Vitesco Technologies Group Aktiengesellschaft into Schaeffler AG is completed in 2024. The Supervisory Board of Schaeffler AG has decided to adjust the remuneration system for the members of the Board of Managing Directors of Schaeffler AG with respect to the size and economic significance of Schaeffler AG after the merger. Furthermore, the new remuneration system reflects the expanded responsibilities of the members of the Board of Managing Directors and is more precisely tailored to the expanded roles associated with the merger. This includes adjusting the maximum remuneration and limitations on the payout amounts of short-term and long-term variable remuneration to a market-standard level. The long-term variable remuneration can be granted, in the future, at the Supervisory Board's discretion, entirely or partially in actual shares. Additionally, in the event of extraordinary circumstances or developments, the Supervisory Board is granted the ability to adjust the short-term and long-term variable remuneration. It is also clarified that the merger of Vitesco Technologies Group Aktiengesellschaft into Schaeffler AG entitles the adjustment of these parameters. It also clarifies the offsetting of any income after termination of the employment relationship against a waiting period allowance.

The amended remuneration system is sited after the agenda in section II "Reports and further information regarding the agenda items" and can be accessed online at www.schaeffler.com/agm from the convening of the general meeting onwards.

The Supervisory Board proposes - based on the recommendation of its Presidial - to approve the remuneration system for the members of the Board of Managing Directors resolved by the Supervisory Board with effect from January 1, 2024 and, with regard to certain amendments, with effect from January 1, 2025.

8. Resolution on the approval of the merger agreement dated March 13, 2024 between Schaeffler AG as acquiring entity and Vitesco Technologies Group Aktiengesellschaft as transferring entity

The Boards of Managing Directors of the company and Vitesco Technologies Group Aktiengesellschaft, with its registered office in Regensburg, entered into a merger agreement on March 13, 2024 (UVZ-No. 236/2024 F by notary Dr. Sabine Funke, officiating in Frankfurt a.M.), pursuant to which Vitesco Technologies Group Aktiengesellschaft is merged into the company by transferring its entire assets to the company in exchange for the issuance of shares of the company to the shareholders of Vitesco Technologies Group Aktiengesellschaft ("Merger Agreement").

Pursuant to section 13 of the German Transformation Act (Umwandlungsgesetz - "UmwG"), the Merger Agreement becomes effective only if the shareholders of the participating legal entities approve it by resolution ("Merger Resolution").

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The Merger Agreement primarily governs the following:

Vitesco Technologies Group Aktiengesellschaft transfers its entire assets, with all rights and obligations, to Schaeffler AG by dissolution without liquidation in exchange for the issuance of shares of Schaeffler AG to the shareholders of Vitesco Technologies Group Aktiengesellschaft who are not parties to the Merger Agreement. The effective date of the merger is January 1, 2024, 00:00 hours (subject to a possible adjustment of the effective date of the merger as described below). The merger will be based on the audited balance sheet of Vitesco Technologies Group Aktiengesellschaft as of December 31, 2023 (subject to a possible adjustment of the effective date of the merger as described below). The specific provisions related to this are found in section 1 of the Merger Agreement.

Upon the effectiveness of the merger, Schaeffler AG will grant the shareholders of Vitesco Technologies Group Aktiengesellschaft, as consideration for the transfer of the assets of Vitesco Technologies Group Aktiengesellschaft free of charge, 57 no-par value bearer shares (voting common shares) of Schaeffler AG with a notional interest in the share capital of EUR 1.00 each for each five (5) registered no-par value shares (voting common shares) of Vitesco Technologies Group Aktiengesellschaft with a notional interest in the share capital of EUR 2.50 each. No consideration other than in the form of shares in Schaeffler AG will be granted unless an additional cash payment is legally mandatory pursuant to sections 72a, 72b UmwG. Insofar as shares of Vitesco Technologies Group Aktiengesellschaft are held by or for the account of Schaeffler AG, no new shares shall be issued to Schaeffler AG. The specific provisions regarding the consideration and exchange are found in section 2 of the Merger Agreement.

For the implementation of the merger, Schaeffler AG will increase its share capital from

EUR 666,000,000.00 to date by EUR 278,884,641.00 to EUR 944,884,641.00 through the issuance of 278,884,641 new no-par value bearer shares (voting common shares) of Schaeffler AG, each with a notional interest in the share capital of EUR 1.00 and entitled to profits from January 1, 2024 (subject to a possible adjustment of the profit entitlement as described below), which shall be received by the shareholders of Vitesco Technologies Group Aktiengesellschaft as part of the merger. Schaeffler AG will apply for the admission of all voting common shares to the regulated market (Prime Standard) of the Frankfurter Stock Exchange.

In the event that it is judicially determined with finality or recognized by Schaeffler AG through a judicial or extrajudicial settlement or otherwise, that the exchange ratio is not appropriate or the membership in the acquiring entity is not an adequate consideration for the share or for the membership in the transferring entity, the parties declare that, to the extent permissible, additional shares of the acquiring company will be granted instead of a cash payment pursuant to the specific provisions of sections 72a, 72b UmwG. For the execution of the exchange of shares in Vitesco Technologies Group Aktiengesellschaft for shares in Schaeffler AG, Vitesco Technologies Group Aktiengesellschaft appoints BNP Paribas S.A. as trustee. The specific provisions for this are found in sections 2 and 3 of the Merger Agreement.

No special rights within the meaning of section 5 para. 1 no. 7 UmwG are granted to individual shareholders or holders of special rights, and no measures for these persons are envisaged under the aforementioned provision. Subject to (i) the intended appointment of Thomas Stierle as a member of the Board of Managing Directors of Schaeffler AG, (ii) the adjustment of the remuneration system, and (iii) the settlement of existing remuneration for members of the Board of Managing Directors with the members of the Board of Managing Directors of Vitesco Technologies Group Aktiengesellschaft, no special benefits under section 5 para. 1 no. 8 UmwG will be granted to the members of the Board of Managing Directors, members of the Supervisory

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Board, managing partners, partners, auditors of a party, or the merger auditor. A detailed description can be found in section 4 of the Merger Agreement.

Regarding individual and collective employment law consequences within the meaning of section 5 para. 1 no. 8 UmwG, it is clarified in particular that the employment relationships from Vitesco Technologies Group Aktiengesellschaft - insofar as such exist at the time the merger takes effect - will be transferred to Schaeffler AG, Schaeffler AG will assume the rights and obligations arising from such employment relationships recognizing the length of employment and continue such employment relationships, and all rights and obligations based on accrued company tenure will continue in relation to Schaeffler AG. Furthermore, it is noted that the merger has no effects on the employment relationships of the employees of Schaeffler AG. The detailed provisions can be found in section 5 of the Merger Agreement.

If the merger is not registered in the commercial register of Schaeffler AG by the end of February 28, 2025, the audited balance sheet of Vitesco Technologies Group Aktiengesellschaft as of December 31, 2024 will be used as closing balance sheet and the merger date will be postponed to January 1, 2025. In the event of a further delay beyond February 28 of the following year, the reference dates each will be postponed accordingly by a further year in accordance with the aforementioned. If the merger is registered in the commercial register of Schaeffler AG only after the annual general meeting of Schaeffler AG in 2025, which decides on the allocation of the balance sheet profits for the financial year 2024, the shares of Schaeffler AG granted as consideration will be entitled to profits only for the financial year starting from January 1, 2025. In the event of a further delay in registration beyond the next annual general meeting of Schaeffler AG, which decides on the allocation of the balance sheet profits for the financial year 2025, the entitlement to profits shall be postponed by an additional year. The exchange ratio remains unaffected by any shift in profit entitlement Provisions for the change of the effective date are found in section 7 of the Merger Agreement.

Furthermore, the Merger Agreement contains provisions regarding suspensive conditions and a right of withdrawal. Particularly, the Merger Agreement is conditional upon the approval of the merger by the general meetings of both Schaeffler AG and Vitesco Technologies Group Aktiengesellschaft. The parties may withdraw if the merger has not become effective through registration in the commercial register of Schaeffler AG by the end of December 31, 2025. The relevant provisions are located in sections 6 and 8 of the Merger Agreement.

The costs associated with the conclusion and execution of the Merger Agreement, except for the costs for the general meeting of Vitesco Technologies Group Aktiengesellschaft deciding on the merger, shall be borne by Schaeffler AG. Otherwise, each party shall bear its own costs for the preparation of the Merger Agreement. Furthermore, from the start of the day on which the merger is registered into the commercial register responsible for Vitesco Technologies Group Aktiengesellschaft, Vitesco Technologies Group Aktiengesellschaft hereby grants Schaeffler AG a power of attorney to make all declarations that may be necessary or expedient in connection with the transfer of the assets of Vitesco Technologies Group Aktiengesellschaft to Schaeffler AG at the time the merger takes effect, or for the correction of public registers or other directories. Finally, the contract contains final provisions for dealing with null and void or ineffective contractual provisions. For further details, reference is made to section 10 of the Merger Agreement.

The full text of the Merger Agreement is sited after the agenda in section II "Reports and further information regarding the agenda items" and can be accessed online at www.schaeffler.com/agm from the convening of the general meeting onwards.

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The joint merger report of the Boards of Managing Directors of Schaeffler AG and Vitesco Technologies Group Aktiengesellschaft provides detailed explanations of the individual provisions of the Merger Agreement and is available at the website www.schaeffler.com/agm from the convening of the general meeting onwards. These explanations are hereby incorporated by reference.

The following documents will be available on the website www.schaeffler.com/agm from the convening of the general meeting onwards and during the general meeting:

• the Merger Agreement dated March 13, 2024;
• the annual financial statements and consolidated group financial statements of Schaeffler AG for the financial years 2021, 2022, and 2023, as well as the consolidated management reports of Schaeffler AG and the consolidated group for the financial years 2021, 2022, and 2023;
• the annual financial statements and consolidated group financial statements of Vitesco Technologies Group Aktiengesellschaft for the financial years 2021, 2022, and 2023, as well as the consolidated management reports of Vitesco Technologies Group Aktiengesellschaft and the consolidated group for the financial years 2021, 2022, and 2023;
• the joint merger report of the Boards of Managing Directors of Schaeffler AG and Vitesco Technologies Group Aktiengesellschaft; and
• the audit report prepared pursuant to section 60 in conjunction with section 12 UmwG by the court-appointed joint merger auditor, ADKL AG Wirtschaftsprüfungsgesellschaft, Düsseldorf, dated March 12, 2024.

The Board of Managing Directors and the Supervisory Board propose to resolve as follows:

The Merger Agreement between Schaeffler AG, with its registered seat in Herzogenaurach, as the acquiring entity, and Vitesco Technologies Group Aktiengesellschaft, with its registered seat in Regensburg, as the transferring entity, dated March 13, 2024 (UVZ-No. 236/2024 F of notary Dr. Sabine Funke, officiating in Frankfurt a.M.) is approved.

9. Resolution on the capital increase for the purpose of implementing the merger of Vitesco Technologies Group Aktiengesellschaft into Schaeffler AG

Under agenda item 8, the Board of Managing Directors and the Supervisory Board propose to approve the conclusion of the Merger Agreement with Vitesco Technologies Group Aktiengesellschaft dated March 13, 2024 (UVZ-No. 236/2024 F of notary Dr. Sabine Funke, officiating in Frankfurt a.M.). In section 2 of the Merger Agreement, Schaeffler AG undertakes to increase its share capital from EUR 666,000,000.00 to date by EUR 278,884,641.00 to

EUR 944,884,641.00 for the purpose of implementing the merger by issuing 278,884,641 new no-par value bearer shares (voting common shares) of Schaeffler AG with a notional interest in the share capital of EUR 1.00 each and entitled to profits from January 1, 2024 (subject to a postponement of profit entitlement in accordance with section 7 of the Merger Agreement). The shares to be granted to the shareholders of Vitesco Technologies Group Aktiengesellschaft not participating in the Merger Agreement as part of the merger are to be created by means of a

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