EQS-Adhoc: Vitesco Technologies Group AG reaches agreement with Schaeffler AG on a preliminary exchange ratio of 11.4 Schaeffler shares per Vitesco Technologies share for the intended merger

Regensburg, February 26, 2024 – Vitesco Technologies Group AG (“Vitesco Technologies”) has preliminarily agreed with Schaeffler AG (“Schaeffler”) on an exchange ratio between Vitesco Technologies shares and Schaeffler shares of 11.4 Schaeffler shares per Vitesco Technologies share in the context of the intended merger with Vitesco Technologies as the transferring entity into Schaeffler as the acquiring entity. This agreement is subject to the condition that the joint valuation expert appointed by both parties and the court-appointed merger auditor confirm the exchange ratio as appropriate. In addition, the agreement is also subject to the approval of the supervisory boards of Vitesco Technologies and Schaeffler.

The conclusion of the merger agreement is planned for a date prior to the convocations of the annual general meetings of Vitesco Technologies and Schaeffler, which are to resolve on the merger. The merger agreement will be subject to the approval of the annual general meetings of Vitesco Technologies and Schaeffler and will become effective upon entry of the merger in the commercial register at the registered office of Vitesco Technologies and at the registered office of Schaeffler. Vitesco Technologies will inform the capital market and the public about further relevant developments in accordance with legal requirements.

Important information:

This announcement is for information purposes only and does not constitute a solicitation to sell or an offer to buy any of the securities of Vitesco Technologies or Schaeffler.

Insofar as this document contains forward-looking statements, these do not represent facts and are identified by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of Vitesco Technologies. The forward-looking statements are based on current plans, estimates and projections made by Vitesco Technologies to the best of its knowledge, but make no representation as to their future accuracy. Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the control of Vitesco Technologies. These expectations and forward-looking statements may prove to be inaccurate and actual developments may differ materially from forward-looking statements. Vitesco Technologies does not assume any obligation to update the forward-looking statements with respect to actual developments or events, general conditions, assumptions or other factors.

Contact:
Vitesco Technologies Group AG
Siemensstraße 12
93055 Regensburg
Germany
Registered with the Commercial Register of the local court (Amtsgericht) of Regensburg under HRB 18842
Listed: Regulated Market (Prime Standard) in Frankfurt
ISIN: DE000VTSC017 / DE000VTSC025

Contact person: Heiko Eber, Head of Investor Relations
Phone: +49 941 2031 72348
E-mail: Heiko.Eber@vitesco.com

1844485  26-Feb-2024 CET/CEST