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2019-Sep-19

ZF Friedrichshafen AG, through its wholly-owned subsidiary ZF International B.V., intends to place 8.9 million shares of Haldex AB with institutional investors

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

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ZF Friedrichshafen AG, through its wholly-owned subsidiary ZF International B.V., intends to place 8.9 million shares of Haldex AB with institutional investors

Friedrichshafen (Germany), 19 September 2019 - ZF Friedrichshafen AG, through its wholly-owned subsidiary ZF International B.V. (“ZF”), announces its intention to place c. 8.9 million shares in Haldex AB (“Haldex”), representing approximately 20% of Haldex’s outstanding share capital, directed to institutional investors in an accelerated bookbuilding process (“Offering”). The Offering represents a full sell-down by ZF in Haldex. ZF has no longer a strategic interest in a stake in Haldex.

The accelerated bookbuilding is managed by J.P. Morgan Securities plc.

The bookbuilding will start immediately, and the results of the Offering will be announced after the bookbuilding process has been completed.

ZF Friedrichshafen AG

ZF is a global technology company and supplies systems for passenger cars, commercial vehicles and industrial technology, enabling the next generation of mobility. With its comprehensive technology portfolio, the company offers integrated solutions for established vehicle manufacturers, mobility providers and start-up companies in the fields of transportation and mobility. ZF continually enhances its systems in the areas of digital connectivity and automation in order to allow vehicles to see, think and act.

In 2018, ZF achieved sales of €36.9 billion. The company has a global workforce of 149,000 with approximately 230 locations in 40 countries. ZF invests over six percent of its sales in research and development annually.

You will find further press information and pictures under: www.zf.com

Important Information

This announcement is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia) (the "United States"), Australia, Canada or Japan or any jurisdiction into which the same would be unlawful.

This announcement is for information purposes only and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase or subscribe for shares of Haldex in the United States, Australia, Canada or Japan or in any jurisdiction in which such offer or solicitation is or may be unlawful and should not be relied upon in connection with any decision to acquire the shares of Haldex. No public offer of securities of Haldex is being made in any jurisdiction.

In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2 (e) of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") ("Qualified Investors"). In the United Kingdom, this announcement is only addressed to and directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (ii) falling within Article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order; and (c) other persons to whom it may otherwise lawfully be communicated.

This announcement is not an offer of securities for sale in or into the United States. The shares of Haldex have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the laws of any State of the United States and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities will be made in the United States.

J.P. Morgan Securities plc (the "Sole Global Coordinator"), is authorised and regulated in a member state of the EEA, is acting for ZF in connection with the offering and will not be responsible to any other party for providing the protections afforded to each of their respective clients or for providing advice in relation to the offering or any other matter referred to herein.

The distribution of this announcement and the offering of the shares of the Haldex in certain jurisdictions may be restricted by law. The shares of Haldex may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction outside the United Kingdom. No action has been taken by ZF, Haldex or the Sole Global Coordinator or any of their respective affiliates that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by ZF, Haldex and the Sole Global Coordinator to inform themselves about, and to observe, any such restrictions. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

CONTACT

Thomas Wenzel

Director Global Corporate Communications

+49 7541 77-2543

thomas.wenzel@zf.com

Dr. Jochen Mayer

Business and Finance Communications

+49 7541 77-7028

jochen.mayer@zf.com