MAHLE successfully completes placement of new EUR 300 million bond and partial tender for its EUR 750 million bond

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN, OR AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL.

MAHLE successfully completed the placement of EUR 300 million 7.125% senior unsecured notes due 2032. These new notes were only sold to institutional investors through a private placement.

Concurrently, MAHLE launched a tender offer to partially repurchase its EUR 750 million bond due 2028 utilizing the proceeds from the placement of the new notes. The tender offer period expired on July 7, 2025, and settlement occurred on July 15, 2025. As a result, MAHLE has repurchased existing senior notes in the aggregate nominal amount of EUR 300.8 million, representing 40.1% of the outstanding nominal amount.

With these two transactions, MAHLE extended and smoothed its debt maturity profile and further strengthened its financial profile.

HSBC and J.P. Morgan acted as Placement Agent in connection with the placement of the new senior notes. Commerzbank and UniCredit acted as Lead Dealer Managers, HSBC and J.P. Morgan acted as Dealer Managers in connection with the tender offer. Regarding both transactions, White & Case has acted as legal advisor to MAHLE, and the banks have been advised by Latham & Watkins.

In connection with the successful completion of the debt refinancing, MAHLE is confirming that its sales decreased in the five-months period ending on May 31, 2025, by 6.5% from EUR 5.1 billion to EUR 4.7 billion, compared to the same period in the previous year, primarily due to volume declines and deconsolidation effects. However, most of this decrease resulted from the sale of the former Behr-Hella Thermocontrol GmbH, as well as MAHLE’s Thermostat business in 2024. The organic sales decrease amounted to 3.0% and was mainly driven by lower sales volumes in Europe and North America. For the financial year 2025, MAHLE maintains its previously announced outlook. The interim financial statements for the MAHLE Group for the first six-month period of 2025 will be published in September 2025.

DISCLAIMER

This announcement is for information purposes only and does not constitute, contain or form part of, and should not be construed as, an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction, there has not been, nor will there be, any public offering of any securities. The distribution of this announcement in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions.

This announcement contains forward-looking statements, which do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the MAHLE group and are based on current plans, estimates and forecasts which the MAHLE group has made to the best of its knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the MAHLE group. Actual events or developments may differ materially from those contained in or expressed by such forward-looking statements.

This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States or to U.S. persons. 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. There has been no offering of securities in the United States. 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.

This announcement is directed at and/or for distribution in the United Kingdom only to (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”) or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as “relevant persons). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

The securities referred to herein 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”) and the United Kingdom. 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; (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MiFID II; or (iii) not a Qualified Investor as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) 1286/2014 (the “PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA and the United Kingdom may be unlawful under the PRIIPs Regulation. In the United Kingdom, MiFID II, the Prospectus Regulation and PRIIPs Regulation form part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”).