SAF Holland : Further Information on Agenda item 8 and 9

SAF-HOLLAND SE

AGM 2024 - Further information on TOP 8 and 9

MAY 2024

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Capital Allocation Framework & Maturity Profile

Capital Allocation Framework	Maturity profile
(EUR mn)	as of Dec 31, 2023 (EUR mn)

Further Dividend

deleveraging payment

• FY 2023 leverage (net debt / EBITDA) at 1.8x
• First bigger maturity in 2025
• Dividend policy of

40-50% of available net income

236			246
		174
	104
			38
1	2	3	14
9

Smaller M&A

• Small bolt-on M&A

e.g. dealers

• No regional or technological gaps

2023 2024 2025 2026 2027 2028 2029 2030Liquidity as

of Dec 31

2023

1. Includes, amongst others, promissory notes of c. EUR 120mn and EUR 69mn each
2. Includes various instruments from EUR 10 to 60 mn
3. Includes a term loan with a current amount of EUR 139 mn with a half-yearly regular repayment

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Adaption of Capital Authorizations

Objectives financial management

• Provide financial resources in terms of liquidity for operating activities, pursue strategic opportunities that may arise as well as usage for general corporate purposes
• Aiming for a well diversified financing toolbox regarding instruments that can be used
• For future refinancing, SAF-HOLLAND will consider the financing conditions of all available instruments valid at that time as well as shareholder expectations

Authorized & conditional capital

• Adaption of existing allowance of up to 50% authorized capital into 20% authorized capital as well as 20% conditional capital → 10% reduction of overall current allowance
• Conditional capital would broaden the toolbox for refinancing measures to also be able to use convertible bonds which are a common instrument in Germany with attractive financing conditions (also compared to traditional instruments like SSDs) and thus increases flexibility
• In total, possibility to exclude subscription right for up to a maximum of 10%
• Authorization for share-buy back of up to 10% in place which could be used to balance dilution effect

Existing authorization

Proposal AGM 2024

50%

- 10%40%

20%

50%

20%

Conditional capital Authorized capital

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