Statement of Material Differences Q2 2024

EQS-Media / 23.08.2024 / 10:27 CET/CEST

IHO Verwaltungs GmbH · Industriestraße 1–3 · 91074 Herzogenaurach

Deutsche Trustee Company Limited
Attention: Trust & Securities Services
21 Moorfields
London EC2Y 9DB
United Kingdom

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+49 (9132) 8364-325

08/21/2024

IHO Verwaltungs GmbH - Indentures dated as of September 22, 2016 / June 6, 2019 / April 3, 2023

€ 750,000,000 3.750% / 4.500% Senior Secured PIK Toggle Notes due 2026
€ 500,000,000 3.875% / 4.625% Senior Secured PIK Toggle Notes due 2027
€ 800,000,000 8.750% / 9.500% Senior Secured PIK Toggle Notes due 2028
$ 500,000,000 4.750% / 5.500% Senior Secured PIK Toggle Notes due 2026
$ 450,000,000 6.000% / 6.750% Senior Secured PIK Toggle Notes due 2027

$ 400,000,000 6.375% / 7.125% Senior Secured PIK Toggle Notes due 2029

We refer to Section 4.19 (Reports) of the 2016, 2019 and 2023 Indentures mentioned above. Terms defined in the Indentures have the same meaning when used in this document unless given a different meaning in this document.

1. This document contains – in accordance with Section 4.19 (b) (ii) – additional information to the consolidated financial report as of June 30, 2024 from Schaeffler AG, which is provided in conjunction with this document. The document covers the period from January 1, 2024 to June 30, 2024.
2. Material developments in the business of IHO Verwaltungs GmbH (the Issuer) as a holding company and its Subsidiaries in the relevant period include among others:

• On April 08, 2024, IHO Verwaltungs GmbH has drawn on the Revolving Credit Facility in an amount of EUR 120 million. On April 30, 2024, IHO Verwaltungs GmbH has repaid the complete outstanding amount of EUR 240 million.

1. Material differences in the financial condition and the results of operations between the Issuer and its Subsidiaries and Schaeffler AG and its Subsidiaries include among others:

• Financial condition (Assets): As of June 30, 2024, the Issuer holds 75.1% of the capital rights (100% of the voting rights) in Schaeffler AG, 36% of the capital rights (36% of the voting rights) in Continental AG and 39.9% of the capital rights (39.9% of the voting rights) in Vitesco Technologies Group AG. The cash and cash equivalents of the Issuer on June 30, 2024 amounted to EUR 52.3 million.

• Financial condition (Liabilities): In addition to the financial debt incurred by the Schaeffler OpCo Group, the Issuer is – as of June 30, 2024 – the borrower under a facilities agreement entered into on September 7, 2016 and amended and restated from time to time, that consists of a revolving credit facility. Furthermore, the Issuer has issued Senior Secured PIK Toggle Notes on September 22, 2016 as well as on May 22, 2019 and on April 3, 2023. The Issuer is borrower under an EUR 550 million intercompany loan agreement (current value: EUR 263.1 million) with IHO Beteiligungs GmbH as a lender and maturity in 2030. The loan has been granted in 2021 in the context of a non-cash dividend of the Issuer and will be consumed over time. The additional financial debt at the level of the Issuer consists in particular of the following instruments as of June 30, 2024:

Debt instruments
(as of June 30, 2024)

Nominal
in EUR mn

Interest

Maturity

Rating

3.75% Senior Secured PIK Toggle Notes (EUR)

750

3.75%

Sep 15, 2026

Ba2/BB-/BB

3.875% Senior Secured PIK Toggle Notes (EUR)

500

3.875%

May 15, 2027

Ba2/BB-/BB

8.75% Senior Secured PIK Toggle Notes (EUR)

800

8.75%

May 15, 2028

Ba2/BB-/BB

4.75% Senior Secured PIK Toggle Notes (USD)

4671)

4.75%

Sep 15, 2026

Ba2/BB-/BB

6.00% Senior Secured PIK Toggle Notes (USD)

4201)

6.00%

May 15, 2027

Ba2/BB-/BB

6.375% Senior Secured PIK Toggle Notes (USD)

3741)

6.375%

May 15, 2029

Ba2/BB-/BB

Revolving Credit Facility (EUR 800 mn)

0

E + 3.75%

Jun 15, 2026

not rated

TOTAL

3,311

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1) EUR / USD = 1.0705

The facilities agreement, certain hedging liabilities and the notes are secured by pledges over 333,000,001 common shares in Schaeffler AG (representing 66.7% of the voting shares (Stammaktien) and 50% plus one share of the total share capital of Schaeffler AG) held by the Issuer, 48,742,194 common shares in Continental AG held by the Issuer and 9,748,439 common shares in Vitesco Technologies Group AG held by the Issuer.

• Result of operations: The result of operations of the Issuer consists primarily of (i) dividends received from its shareholdings in Schaeffler AG, Continental AG and Vitesco Technologies Group AG, (ii) interest expense on the financial debt of the Issuer, and (iii) operating costs and tax payments of the Issuer as holding company.

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1972413 23.08.2024 CET/CEST