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Extraordinary General Meeting of Schaeffler AG resolves authorized capital of up to 200 million shares

Time18 Sep,2020

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Authorized capital for up to 200 million new shares with a term of five years
Authorization through exploitable capital increases with subscription rights
The measure aims to strengthen the Schaeffler Group's capital base with the aim of taking advantage of growth opportunities and driving forward the transformation


The global automotive and industrial supplier Schaeffler decided today at its extraordinary general meeting to create authorized capital of up to 200 million shares. The authorization only allows the issuance of non-voting preference shares and has a term until August 31, 2025. During this time, it can be used once or several times.


Schaeffler AG sees the creation of the authorized capital as a pure reserve resolution. With this measure, it creates the prerequisites for strengthening Schaeffler AG's capital base as part of a potential capital increase with the aim of driving the transformation of the Schaeffler Group forward and taking advantage of potential growth opportunities.

If the authorized capital is used, the new preferred shares must be offered to all existing Schaeffler shareholders for a subscription period of two weeks. The authorization does not permit the exclusion of subscription rights. The subscription rights are granted equally to ordinary and preference shareholders. The Management Board and the Supervisory Board jointly decide on the subscription price, the subscription ratio and the final number of new preference shares. The new shares have the same rights as the existing shares.


Georg F. W. Schaeffler, the family partner and chairman of the supervisory board of Schaeffler AG, emphasized that there have not yet been any specific transactions that the company has in view and is considering for the use of the authorized capital. "It's just about creating optionality and flexibility."


Should the authorized capital be used, an indirect goal of such a capital increase would also be to increase the free float and the liquidity of Schaeffler shares and thus make them more attractive.


"By creating the authorized capital at the present time, we want to ensure that we can quickly and flexibly seize opportunities that arise for us in the interests of the company and its shareholders," said Klaus Rosenfeld, CEO of Schaeffler AG.


The voting results and the report by the Chairman of the Board of Management for today's Extraordinary General Meeting can be found shortly at www.schaeffler.com/agm.


The Extraordinary General Meeting of Schaeffler AG was held virtually in accordance with the requirements of the COVID-19 legislation. At the peak, 235 shareholders attended the broadcast of the extraordinary general meeting.


Forward-looking statements and forecasts
Certain statements in this press release are forward-looking statements. By their very nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could lead to material differences between the actual results or developments and the results or developments indicated or implied in the forward-looking statements. These risks, uncertainties and assumptions can have a negative impact on the results and the financial consequences of the projects and developments described in this document. There is no obligation to update or change forward-looking statements based on new information, future developments or for other reasons by public announcement. The recipients of this press release should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Statements made in this press release about past trends or developments should not be taken as statements that such trends and developments will continue into the future. The warning notices listed above must be viewed in conjunction with later oral or written forward-looking statements by Schaeffler or persons acting on their behalf.

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