MAHLE successfully prices EUR 500 million senior notes due 2031

• Interest rate of 6.5%
• Settlement of the notes is planned for May 2, 2024

Following a successful investor roadshow, MAHLE Group priced its EUR 500 million senior notes due 2031 at an interest rate of 6.5%. The senior notes are guaranteed by upstream guarantors which also guarantee the MAHLE Group's new revolving credit facility concluded in February 2024. The settlement of the notes is planned for May 2, 2024.

MAHLE Group took advantage of the positive financial market conditions to set up long-term financing until 2031. MAHLE Group expects these senior notes to further optimize, diversify and sustainably secure its long-term financing structure. The proceeds from the notes will be used (i) to repay certain promissory notes, (ii) to repay other maturing financial indebtedness, (iii) for general corporate purposes and (iv) to pay costs, fees and expenses related to the offering of the notes.

BNP PARIBAS, Citigroup, Deutsche Bank and J.P. Morgan acted as Joint Global Coordinators on this transaction. Clifford Chance acted as counsel to the MAHLE Group and Latham & Watkins acted as counsel to the initial purchasers.

Forward-looking statements and projections

Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that MAHLE GmbH, or persons acting on its behalf, may issue.

Disclaimer

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the U.S., and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. The notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside the United States in accordance with Regulation S under the Securities Act. This announcement is for informational purposes only and does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any jurisdiction in which, or to any person to whom, such offer or solicitation would be unlawful.This announcement and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers, or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States.

In the United Kingdom, this announcement is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

None of BNP Paribas, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, J.P. Morgan, Commerzbank Aktiengesellschaft, HSBC Continental Europe, Landesbank Baden-Württemberg and UniCredit Bank GmbH (collectively, the “Joint Bookrunners”) or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to MAHLE GmbH or any of their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The Joint Bookrunners are acting exclusively for MAHLE GmbH and no one else in connection with the transaction. They will not regard any other person as their respective clients in relation to the transaction and will not be responsible to anyone other than MAHLE GmbH for providing the protections afforded to their respective clients, nor for providing advice in relation to the transaction, the contents of this announcement or any arrangement or other matter referred to herein.

In connection with the issue of the notes, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase the securities of MAHLE GmbH and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of MAHLE GmbH or related investments in connection with this securities offering or otherwise. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.