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 will file with the SEC and
furnish to Delphis 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, Delphis 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 Delphis 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 Delphis 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.
FORWARD-LOOKING STATEMENTS
This communication may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that reflect, when made,
Delphis 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 Delphis or BorgWarners
respective operations and business environment, which may cause the actual results of Delphi 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 Delphis 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 Delphis ordinary shares or BorgWarners shares of common stock and on Delphis 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 Delphis 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 Delphis 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 group 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 Delphis or BorgWarners control.
For additional information about these and other factors, see the information under the
caption Risk Factors in Delphis 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 21, 2019, 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 19, 2019.
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