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Knorr-Bremse: Knorr-Bremse announces outcome and receives strong support for offer to Haldex shareholders

Press release 7 December 2016

This announcement is not an offer, whether directly or indirectly, in
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or
in any other jurisdictions where such offer pursuant to legislation
and regulations in such relevant jurisdictions would be prohibited by
applicable law. Shareholders not resident in Sweden who wish to
accept the Offer (as defined below) must make inquiries concerning
applicable legislation and possible tax consequences. Shareholders
should refer to the offer restrictions included in the section titled
"Important notice" at the end of this announcement and in the tender
offer document which was published on 26 September 2016. Shareholders
in the United States should also refer to the section titled "Special
notice to shareholders in the United States" at the end of this

· Acceptance level of 86.1 percent including shares already held by

· Acceptance period extended until 28 February 2017
· Full commitment to pursue merger control process - EU referral
granted and US filing submitted

"We are delighted about the strong support by investors. It confirms
the attractiveness of our offer and also the strategic rationale of
the proposed business combination. Haldex represents a strong
addition to Knorr-Bremse and a highly valued asset for our combined
group. We are convinced that we will be able to create numerous
advantages for all stakeholders, including employees, customers and
business partners," said Klaus Deller, Chairman of the Executive
Board of Knorr-Bremse. "We will continue to work with full commitment
on the merger control process where we have achieved two important
milestones already. Based on the open dialog with the authorities we
are confident that we will obtain all necessary merger control

On 5 September 2016, Knorr-Bremse AG ("Knorr-Bremse") announced a
public offer to the shareholders of Haldex AB (publ) ("Haldex") to
tender all shares in Haldex to Knorr-Bremse (the "Offer").

The shares tendered in the Offer at the end of the acceptance period
on 5 December 2016, together with the shares already held by
Knorr-Bremse, amount to in aggregate 38,072,860 shares in Haldex,
corresponding to 86.1 percent of the share capital and voting rights
in Haldex.

The completion of the Offer is conditional upon, inter alia, the Offer
being accepted to such extent that Knorr-Bremse becomes the owner of
more than 50 percent of all shares in Haldex and all necessary
clearances from authorities are obtained. Thus, the minimum
acceptance level condition is currently met but remains until the
Offer is declared unconditional.

Knorr-Bremse has already been granted a request for referral to the EU
Commission and thereby entered the pre-notification phase in the
European Union. In addition, Knorr-Bremse has submitted the necessary
filing under the HSR Act in the United States. To achieve merger
control approvals, a longer merger clearance period has proved
necessary. Thus, this condition is not yet met and Knorr-Bremse will
revert with more details as appropriate.

In view of the longer clearance period and to allow further shares to
be tendered, Knorr-Bremse has decided to extend the acceptance period
until and including 28 February 2017, 5:00 pm (CET). Settlement will
be initiated as soon as Knorr-Bremse announces that the conditions
for the Offer have been fulfilled or Knorr-Bremse otherwise decides
to complete the Offer. If such announcement takes place on 3 March
2017, at the latest, settlement is expected to be initiated around 10
March 2017.

Knorr-Bremse has outside the Offer acquired in total 6,595,039 shares
in Haldex, corresponding to 14.92 percent of the share capital and
voting rights in Haldex. None of these shares have been acquired at a
price which exceeds the consideration in the Offer. Other than that
Knorr-Bremse does not hold any financial instruments that give
financial exposure to Haldex shares.

At the end of the original acceptance period on 5 December 2016, the
Offer had been accepted by shareholders representing in total
31,477,821 shares in Haldex, corresponding to 71.2 percent of the
share capital and voting rights in Haldex.

Knorr-Bremse AG

For additional information contact:

Knorr-Bremse AG

Dr. Detlef Hug
Phone: +49 89 3547 1402

Eva Doppler
Phone: +49 89 3547 1498

Additional contacts for media in Germany

FTI Consulting SC
Carolin Amann
Phone: +49 69 92037 132

Thomas M. Krammer
Phone: +49 89 71042 2116

Additional contacts for media in Sweden

Comir AB
Johan Hähnel
Phone: +46 8 31 17 70

This press release was submitted for publication on 7 December 2016 at
8.15 a.m. CET.

Important notice
The Offer is not being made, directly or indirectly, in or into
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by
use of mail or any other means or instrumentality (including, without
limitation, facsimile transmission, electronic mail, telex, telephone
and the Internet) of interstate or foreign commerce, or of any
facility of national security exchange, of Australia, Canada, Hong
Kong, Japan, New Zealand or South Africa, and the Offer cannot be
accepted by any such use, means, instrumentality or facility of, or
from within, Australia, Canada, Hong Kong, Japan, New Zealand or
South Africa. Accordingly, this announcement and any documentation
relating to the Offer are not being and should not be sent, mailed or
otherwise distributed or forwarded in or into Australia, Canada, Hong
Kong, Japan, New Zealand or South Africa.

This announcement is not being, and must not be, sent to shareholders
with registered addresses in Australia, Canada, Hong Kong, Japan, New
Zealand or South Africa. Banks, brokers, dealers and other nominees
holding shares for persons in Australia, Canada, Hong Kong, Japan,
New Zealand or South Africa must not forward this announcement or any
other document received in connection with the Offer to such persons.

Statements in this announcement relating to future status or
circumstances, including statements regarding future performance,
growth and other trend projections and the other benefits of the
Offer, are forward-looking statements. These statements may
generally, but not always, be identified by the use of words such as
"anticipates", "intends", "expects", "believes", or similar
expressions. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There can be no
assurance that actual results will not differ materially from those
expressed or implied by these forward-looking statements due to many
factors, many of which are outside the control of Knorr-Bremse AG.
Any such forward-looking statements speak only as of the date on
which they are made and Knorr-Bremse AG has no obligation (and
undertakes no such obligation) to update or revise any of them,
whether as a result of new information, future events or otherwise,
except for in accordance with applicable laws and regulations.

Special notice to shareholders in the United States

The Offer described in this announcement is made for shares of Haldex
AB, a company incorporated under Swedish law, and is subject to
Swedish disclosure and procedural requirements, which are different
from those of the United States. The Offer is made in the United
States in compliance with Section 14(e) of, and Regulation 14E under,
the U.S. Securities Exchange Act of 1934, as amended (the "U.S.
Exchange Act"), subject to the exemptions provided by Rule 14d-1(d)
under the U.S. Exchange Act and otherwise in accordance with the
requirements of Swedish law. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with respect
to withdrawal rights, the offer timetable, settlement procedures and
timing of payments that are different from those applicable under
U.S. domestic tender offer procedures and laws.

To the extent permissible under applicable law or regulation,
Knorr-Bremse AG and its affiliates or brokers (acting as agents for
Knorr-Bremse AG or its affiliates, as applicable) may from time to
time, and other than pursuant to the Offer, directly or indirectly
purchase, or arrange to purchase, shares of Haldex AB, that are the
subject of the Offer or any securities that are convertible into,
exchangeable for or exercisable for such shares. To the extent
information about such purchases or arrangements to purchase is made
public in Sweden, such information will be disclosed by means of a
press release or other means reasonably calculated to inform U.S.
shareholders of Haldex AB of such information. In addition, the
financial advisors to Knorr-Bremse AG, may also engage in ordinary
course trading activities in securities of Haldex AB, which may
include purchases or arrangements to purchase such securities.
Knorr-Bremse AG and/or its affiliates or brokers have purchased
shares of Haldex AB during the period following the announcement of
the Offer on 5 September 2016.



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