Statement by the Board of Directors of Haldex in relation to the increased public cash offer by Knorr-Bremse

The Board of Directors of Haldex unanimously recommends the shareholders of
Haldex not to accept the increased offer made by Knorr-Bremse.
BACKGROUND

This statement (the “Statement”) is made by the Board of Directors (the “Board”)
of Haldex Aktiebolag (“Haldex” or the “Company”) pursuant to Section II.19 of
Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).

On 16 September 2016, Knorr-Bremse AG (“Knorr-Bremse”) announced an increase of
the consideration under its public cash offer to Haldex’s shareholders, to
transfer their shares in Haldex to Knorr-Bremse, to SEK 125.00 per Haldex share.
For more information about Knorr-Bremse’s increased offer, please refer to Knorr
-Bremse’s announcement of its increased offer, available at www.Knorr
-BremseandHaldex.com.

On 16 September 2016, ZF Friedrichshafen AG, through its wholly-owned subsidiary
ZF International B.V. (“ZF”), also announced an increase of its public cash
offer to Haldex’s shareholders to SEK 120.00 per Haldex share. For more
information about the increased offer by ZF, please refer to ZF’s announcement
of its increased offer, which is available at www.zf.com.

The Chairman of Haldex, Göran Carlson, has sold his shares in Haldex,
representing approximately 5.7% of the total number of shares and votes in
Haldex, to ZF. Please refer to ZF’s offer announcement of 14 September 2016 for
more information about this agreement.

As a result of Göran Carlson having sold his shares in Haldex to ZF, Göran
Carlson has not participated in the Board’s decision regarding the Statement.
The Board has appointed Magnus Johansson as acting chairman for the purpose of
handling the Board’s decisions in relation to the ongoing offers for Haldex.

Haldex has retained Lazard as financial adviser and Mannheimer Swartling as
legal adviser.

THE BOARD’S EVALUATION OF THE INCREASED OFFER

The Board has unanimously decided to recommend the Haldex shareholders to accept
the increased offer by ZF of SEK 120.00 per Haldex share, having concluded that
there is a very real and material risk that Knorr-Bremse’s offer would fail to
complete after a lengthy and disruptive review process and that Knorr-Bremse has
done nothing to eliminate or reduce this risk, which under Knorr-Bremse’s offer
would ultimately be borne by the Haldex shareholders. For more information about
the reasons for the Board’s recommendation of ZF’s offer, please refer to the
Board’s statement in relation to ZF’s increased offer that was announced earlier
today through a separate press release, which is available at
http://corporate.haldex.com. For information about the Board’s opinion of the
effects the implementation of Knorr-Bremse’s offer may have on Haldex,
specifically employment, and its views on Knorr-Bremse’s strategic plans for
Haldex and the effect these may be expected to have on employment and the places
where Haldex conducts its business, please refer to the Board’s statement in
relation to Knorr-Bremse’s offer of 5 September 2016, which is available at
http://corporate.haldex.com.

On this basis, the Board unanimously recommends the Haldex shareholders not to
accept the increased offer by Knorr-Bremse.

___________

The Statement shall in all respects be governed by and construed in accordance
with substantive Swedish law. Disputes arising from the Statement shall be
settled exclusively by Swedish courts.

___________

Landskrona, 19 september 2016

Haldex Aktiebolag (publ)

The Board of Directors
For further information, visit http://corporate.haldex.com or contact:

Magnus Johansson, Board member and acting chairman
Phone: +46 706 671812

Catharina Paulcén, SVP Corporate Communications
Phone: +46 418 476157
E-mail: catharina.paulcen@haldex.com

Haldex AB (publ) is required to publish the above information under the EU
Market Abuse Regulation and the Takeover Rules. The information was submitted
for publication by the Haldex media contact stated in the release on Sept 19,
2016 at 7.30 CEST.


About Haldex

With more than 100 years of intensely focused innovation, Haldex holds unrivaled
expertise in brake systems and air suspension systems for heavy trucks, trailers
and buses. We live and breathe our business delivering robust, technically
superior solutions born from deep insight into our customers’ reality. By
concentrating on our core competencies and following our strengths and passions,
we combine both the operating speed and flexibility required by the market.
Collaborative innovation is not only the essence of our products – it is also
our philosophy. Our 2,100 employees, spread on four continents, are constantly
challenging the conventional and strive to ensure that the products we deliver
create unique value for our customers and all end-users. We are listed on the
Nasdaq Stockholm Stock Exchange and have net sales of approximately 4.8 billion
SEK.