Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed transaction. In connection with the proposed transaction, the Company filed
with the SEC the preliminary proxy statement, and the Company will file with the SEC and furnish to its shareholders a definitive proxy statement on Schedule 14A and other relevant documents. This communication does not constitute a solicitation of
any vote or approval. Before making any voting decision, Company shareholders are urged to read the proxy statement and any other relevant documents filed or to be filed with the SEC in connection with the proposed transaction or incorporated by
reference in the proxy statement carefully and in their entirety when they become available because they contain or will contain important information about the proposed transaction and the parties to the proposed transaction.
Investors are able to obtain free of charge the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC (when
available) at the SECs website at http://www.sec.gov. In addition, the preliminary proxy statement, the definitive proxy statement and the Companys and BorgWarners respective annual reports on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to
section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, are available free of charge through the Companys and BorgWarners websites at www.delphi.com and www.borgwarner.com, respectively, as soon as reasonably
practicable after they are electronically filed with, or furnished to, the SEC.
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, the
Companys 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 the Companys or
BorgWarners respective operations and business environment, which may cause the actual results of the Company 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 the Companys 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 Company ordinary shares or BorgWarner shares of common stock and on the Companys 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 the Companys 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 Company ordinary shares or BorgWarner 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 the Companys or BorgWarners control.
For additional information about these and other factors, see the information under the caption Risk Factors in the Companys 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.