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COMMERZBANK AG (London Branch) - Pre Stabilisation - Schaeffler AG EUR Bmark 3 tranche

Pre-Stabilisation notice

19 March 2019

Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.

Schaeffler AG

€ Benchmark  fixed rate Notes due 26 March 2022

€ Benchmark  fixed rate Notes due 26 March 2024

€500mil(expected) fixed rate Notes due 26 March 2027

Issued pursuant to the Debt Issuance Programme ,

dated 08 March 2019

Commerzbank AG (contact: Ian Turner; telephone: +44 207 475 1817) hereby announces, as Stabilisation Coordinator, that the Stabilising Managers named below may stabilise the offer of the following securities in accordance with Commission Delegated Regulation (EU) 2016/1052 under the Market Abuse Regulation (EU Regulation 596/2014).

The security to be stabilised:
Issuer: Schaeffler AG
Guarantor (if any): n/a
Aggregate nominal amount: € benchmark triple tranche
Description: € benchmark 3 year Fixed rate Notes
€ benchmark 5 year Fixed rate Notes
€500mil(exp) 8 year Fixed rate Notes
Offer price: tbc
Other offer terms: launched under €5bn DIP programme, denoms 1k/1k, listing Luxembourg, payment date 26 March 2019
Stabilisation Coordinator:
Stabilising Managers:
Commerzbank AG
BNP Paribas
Deutsche Bank AG, London BranchMerrill Lynch International
Stabilisation period expected to start on: 19 March 2019
Stabilisation period expected to end on:   no later than 30 days after the proposed issue date of the securities
Existence, maximum size and conditions of use of over-allotment facility. The Stabilising Managers may over-allot the securities to the extent permitted in accordance with applicable law.
Stabilisation trading venue: Luxembourg

In connection with the offer of the above securities, the Stabilising Manager(s) may over-allot the securities or effect transactions with a view to supporting the market price of the securities during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisation action, if begun, may cease at any time Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States or any other jurisdiction in which such distribution would be unlawful.