In December 2017, the Board of Managing Directors and the Supervisory Board issued the following declaration of conformity pursuant to section 161 AktG:

Declaration by the Board of Managing Directors and the Supervisory Board of Schaeffler AG pursuant to section § 161 of the German Stock Corporation Act (AktG) on the German Corporate Governance Code

Since the release of its last declaration of conformity in December 2016, Schaeffler AG complies with the recommendations of the “Governmental Commission German Corporate Governance Code” as amended on May 5, 2015 and on February 7, 2017, respectively (“Code”) with the exception described below and will also comply with the recommendations in the future with the exception described below:

1. The Code recommends in item 5.4.1 para. 2, that the Supervisory Board shall specify concrete objectives regarding its composition and also set an age limit for the members of the Supervisory Board. The Supervisory Board of Schaeffler AG will not set such age limit because it is of the opinion that this criterion is not informative with respect to the suitability of a person to perform as a member of the Supervisory Board.

Herzogenaurach, December 2017