Vitesco Technologies : Schaeffler and Vitesco Technologies enter into merger agreement

• Merger agreement signed following approval by the respective Supervisory Boards
• Exchange ratio of 11.4 Schaeffler shares per Vitesco Technologies share confirmed
• Completion of the merger is still expected in the fourth quarter of 2024 following the approval of the respective Annual General Meetings

Regensburg/Herzogenaurach, March 13, 2024. Schaeffler and Vitesco Technologies today entered into a merger agreement, following the approval of their respective Supervisory Boards. The agreement sets out the legally binding terms and conditions for the merger of Vitesco Technologies Group AG into Schaeffler AG ("Schaeffler"). The previously published preliminary exchange ratio of 5 to 57 was confirmed as binding in the signed agreement. Thus, Vitesco Technologies shareholders will receive 11.4 Schaeffler shares in exchange for one Vitesco share.

The exchange ratio has been confirmed as appropriate by a joint valuation expert appointed by both parties and the court-appointed merger auditor.

The effectiveness of the merger agreement is subject to the approval of the respective Annual General Meetings of both companies, which are scheduled for April 24, 2024 (Vitesco Technologies) and April 25, 2024 (Schaeffler), as well as the subsequent registration in the respective commercial registers. The completion of the transaction continues to be expected in the fourth quarter of 2024.

In connection with the convocation of the General Meetings, shareholders of Schaeffler and Vitesco Technologies will have access to the merger agreement, the joint merger report, the valuation report of the joint valuation expert, the audit report of the court-appointed merger auditor and other documents required by law.

For Vitesco Technologies shareholders, the aforementioned documents are expected to be published on the company's website from March 14, 2024: Vitesco Technologies - Reports & Presentations (vitesco-technologies.com)