Notice Regarding Forward-Looking Statements
This communication may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that reflect, when made, Delphi
Technologies or BorgWarners respective current views with respect to future events, including the proposed transaction, and financial performance or that are based on their respective managements current outlook, expectations,
estimates and projections, including with respect to the combined company following the proposed transaction, if completed. Such forward-looking statements are subject to many risks, uncertainties and factors relating to Delphi Technologies or
BorgWarners respective operations and business environment, which may cause the actual results of Delphi Technologies or BorgWarner to be materially different from those indicated in the forward-looking statements. All statements that address
future operating, financial or business performance or Delphi Technologies or BorgWarners respective strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words
such as may, might, will, should, could, designed, effect, evaluates, forecasts, goal, guidance,
initiative, intends, pursue, seek, target, when, will, expects, plans, intends, anticipates, believes,
estimates, predicts, projects, potential, outlook or continue, the negatives thereof and other comparable terminology. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are not limited to, the possibility that the proposed transaction will not be pursued; failure to obtain necessary shareholder approvals, regulatory approvals or required financing or to
satisfy any of the other conditions to the proposed transaction; adverse effects on the market price of Delphi Technologies ordinary shares or BorgWarners shares of common stock and on Delphi Technologies or BorgWarners
operating results because of a failure to complete the proposed transaction; failure to realize the expected benefits of the proposed transaction; failure to promptly and effectively integrate Delphi Technologies businesses; negative effects
relating to the announcement of the proposed transaction or any further announcements relating to the proposed transaction or the consummation of the proposed transaction on the market price of Delphi Technologies ordinary shares or
BorgWarners shares of common stock; significant transaction costs and/or unknown or inestimable liabilities; potential litigation associated with the proposed transaction; general economic and business conditions that affect the combined
company following the consummation of the proposed transaction; changes in global, political, economic, business, competitive, market and regulatory forces; changes in tax laws, regulations, rates and policies; future business acquisitions or
disposals; competitive developments; and the timing and occurrence (or non-occurrence) of other events or circumstances that may be beyond Delphi Technologies or BorgWarners control.
For additional information about these and other factors, see the information under the caption Risk Factors in Delphi Technologies most
recent Annual Report on Form 10-K filed with the SEC and Managements Discussion and Analysis of Financial Condition and Results of Operations filed on February 13, 2020, and the information
under the caption Risk Factors in BorgWarners most recent Annual Report on Form 10-K filed with the SEC and Managements Discussion and Analysis of Financial Condition and Results
of Operations on February 13, 2020.
Delphi Technologies and BorgWarners forward-looking statements speak only as of the date of this
communication or as of the date they are made. Delphi Technologies and BorgWarner each disclaim any intent or obligation to update or revise any forward looking statement made in this communication to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating results over time, except as may be required by law. All subsequent written and oral forward-looking statements attributable to Delphi Technologies, BorgWarner or their respective
directors, executive officers or any person acting on behalf of any of them are expressly qualified in their entirety by this paragraph.
General
The release, publication or distribution of this communication in or into certain jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this communication and all other documents relating to the proposed transaction are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdictions.
Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the proposed transaction disclaim any responsibility or liability for the violations of any such restrictions by any person.