MAHLE successfully completes EUR 200 million tap of its notes due 2032 and EUR 249.5 million partial tender for its outstanding notes due 2028

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN, OR AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL.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 GmbH (“MAHLE”) has successfully completed a EUR 200 million tap of its existing 7.125% senior unsecured notes due 2032 on June 24, 2026. The final issue price was 104.500% of par, corresponding to a yield-to-worst of 5.87% until an optional redemption effective July 15, 2030. The new notes were placed exclusively with institutional investors via a private placement.

Concurrently, MAHLE launched a tender offer to partially repurchase outstanding notes due 2028, utilizing the proceeds from the placement of the new notes and cash from its balance sheet to fund the tender offer. The tender offer was settled on June 25, 2026. As a result, MAHLE repurchased existing senior notes with an aggregate nominal amount of EUR 249.5 million, reducing the outstanding nominal amount to EUR 199.7 million.

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

BNP PARIBAS, HSBC, Standard Chartered and UniCredit acted as Placement Agents in connection with the tap of the senior notes and as Dealer Managers in connection with the tender offer. For both transactions, White & Case has acted as legal advisor to MAHLE, and the banks have been advised by Latham & Watkins.

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 notes referred to herein may not be offered to the public in any jurisdiction under circumstances which would require the preparation or registration of any prospectus or offering document relating to the notes in such jurisdiction. The distribution of this announcement and the offer and sale of the notes 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. The notes have been offered and sold only outside the United States in reliance on Regulation S under the Securities Act. This announcement may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act. 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.

The tender offer referred to herein was not made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement and any other documents or materials relating to the tender offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to any persons located or resident in the United States.

This announcement is directed at and/or for distribution in the United Kingdom only to persons who (i) 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”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth entities, unincorporated associations, etc.) of the Order (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This announcement is 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.

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”). 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 Directive 2014/65/EU (“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 (as subsequently amended and supplemented, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 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 may be unlawful under the PRIIPs Regulation.

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 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 (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (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 (“UK MiFIR”); or (iii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024. Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.