Vitesco Technologies Group AG
Vitesco Technologies Group AG: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution

Vitesco Technologies Group Aktiengesellschaft

Regensburg

Publication of information on material transactions with related parties in accordance with Section 111c of the German Stock Corporation Act (AktG)

On 19 March 2024, Vitesco Technologies USA, LLC as borrower and Schaeffler Group USA, Inc. as lender entered into a Master Loan Agreement in the amount of up to USD 220,000,000 (approx. EUR 202,125,000) for, among other things, financing of the general business activities and liquidity management of Vitesco Technologies USA, LLC. The Committee for Related Party Transactions of the Supervisory Board of Vitesco Technologies Group Aktiengesellschaft (“Company”) approved the conclusion of the Master Loan Agreement on 18 March 2024.

Vitesco Technologies USA, LLC is an indirect wholly-owned subsidiary of the Company organised under the laws of the US State of Delaware, USA, with its registered office in Wilmington, Delaware, USA. Schaeffler Group USA, Inc. is an indirect wholly-owned subsidiary of Schaeffler AG (with its registered office in Herzogenaurach, Germany) organised under the laws of the US State of Delaware, with its registered office in Fort Mill, South Carolina, USA. The parent company of, among others, the Company and Schaeffler AG is INA-Holding Schaeffler GmbH & Co. KG, with its registered office in in Herzogenaurach, Germany with an indirect interest in the Company of 88.81% and in Schaeffler AG of 78.1% of the share capital and 100% of the voting capital. Accordingly, the Company, Vitesco Technologies USA, LLC, Schaeffler AG and Schaeffler Group USA, Inc. belong to the same group and are therefore related parties.

The Master Loan Agreement is governed by New York State law and provides a framework for loans of up to USD 220,000,000, which Vitesco Technologies USA, LLC may draw down in one or more (up to a maximum of ten) instalments during the term of the Master Loan Agreement. The Master Loan Agreement has a term until 20 January 2025 and does not provide for any collateral.

The interest rate on the loans utilised under the Master Loan Agreement is 1.15% p.a. above the CME Term Secured Overnight Financing Rate (CME Term SOFR) set for the respective interest period. The respective interest is due for payment on the last day of the respective interest period.

The loans utilised under the Master Loan Agreement must be repaid no later than the end of the term of the Master Loan Agreement. Vitesco Technologies USA, LLC is entitled to repay the loans utilised under the Master Loan Agreement, including accrued interest thereon, in full or in part at any time prior to maturity without payment of a premium or penalty.

The conclusion of the Master Loan Agreement is in the corporate interest of the Company and Vitesco Technologies USA, LLC. In particular, the Master Loan Agreement and the loans utilised under the Master Loan Agreement provide Vitesco Technologies USA, LLC with significant funding without the need to provide collateral. Based on available market data, the Master Loan Agreement is arm’s length both in terms of commercial terms and other contractual provisions.

The Committee for Related Party Transactions of the Supervisory Board of the Company has taken the credit line of up to USD 220,000,000 plus the interest owed under the Master Loan Agreement as the value of the transaction within the meaning of Section 111b (1) AktG.

Regensburg, March 2024

Vitesco Technologies Group Aktiengesellschaft

The Executive Board


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