Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the Transaction. In connection with the Transaction, Delphi Technologies will file with
the SEC and furnish to Delphi Technologies shareholders a proxy statement and other relevant documents. This communication does not constitute a solicitation of any vote or approval. Before making any voting decision, Delphi Technologies
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 (if any) carefully and in their
entirety when they become available because they will contain important information about the proposed transaction and the parties to the proposed transaction.
Investors will be able to obtain free of charge the proxy statement and other documents filed with the SEC at the SECs website at http://www.sec.gov. In
addition, the proxy statement and Delphi Technologies 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 Exchange Act, as amended, are available free of charge through Delphi Technologies 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, 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 group 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 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