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DGAP-Adhoc: SAF-HOLLAND S.A.: SAF-HOLLAND S.A. resolves on the issuance of approximately EUR 100 million

September 4, 2014

SAF-HOLLAND S.A. / Key word(s): Issue of Debt 05.09.2014 08:00 Dissemination of an Ad hoc announcement according to 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Ad hoc Release according to 15 WpHG NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH SUCH NOTICE OR ANY RELATED OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW SAF-HOLLAND S.A. 68-70, boulevard de la PÉtrusse, 2320 Luxembourg, Grand Duchy of Luxembourg - ISIN LU0307018795 - SAF-HOLLAND S.A. resolves on the issuance of approximately EUR 100 million convertible bonds Luxembourg, September 5, 2014 - The Board of Directors of SAF-HOLLAND S.A. passed a delegated resolution today to issue senior, unsecured convertible bonds with an aggregate nominal amount of approximately EUR 100 million, maturing in September 2020. Payment of interest and principal, as the case may be, is guaranteed by SAF-HOLLAND GmbH and SAF-HOLLAND Inc. The convertible bonds will be convertible into approximately 8.1 million newly issued or existing ordinary shares of SAF-HOLLAND S.A. with a par value of EUR 0.01 each, representing approximately 17.8% of SAF-HOLLAND S.A.'s current outstanding share capital. The shareholders' pre-emptive rights are excluded. The convertible bonds will be issued at 100% of their nominal value with a denomination of EUR 100,000 per convertible bond and, unless previously converted, repurchased or redeemed, will be redeemed at par at maturity. The convertible bonds will be offered with an interest rate of 0.50% to 1.00% p.a., payable semi-annually in arrears, and with a conversion premium of 20% to 25% above the applicable reference share price solely to institutional investors in certain jurisdictions via a private placement. The reference share price is the volume-weighted average share price (Xetra) of a SAF-HOLLAND S.A. share between launch and pricing of the convertible bonds offer. The interest rate, the aggregate principal amount, the initial conversion price and the conversion premium are expected to be determined via an accelerated bookbuilding over the course of today. The convertible bonds are expected to be issued by SAF-HOLLAND S.A. on or about September 12, 2014 and subsequently thereafter to be included in the trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange. SAF-HOLLAND S.A. is entitled to redeem the convertible bonds from September 27, 2018 onwards, if the share price of SAF-HOLLAND S.A. shares exceeds 130% of the then applicable conversion price over a specified time period. SAF-HOLLAND S.A. intends to use the proceeds from the convertible bond offering to refinance existing financial indebtedness and for general corporate purposes. SAF-HOLLAND S.A. has agreed to enter into lock-up obligations customary for similar transactions for a period from the date thereof until 90 days after the issue date of the convertible bonds. Citigroup Global Markets Limited and Commerzbank Aktiengesellschaft are acting as Joint Bookrunners for the placement of the convertible bonds. IKB Deutsche Industriebank AG acts as Co-Lead Manager and advisor. IMPORTANT INFORMATION: This ad-hoc-announcement may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This ad-hoc announcement does not constitute an offer of securities for sale, an offer to purchase any securities or a solicitation of an offer to purchase securities in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities mentioned herein (including the convertible bonds and the SAF-HOLLAND S.A. shares to be delivered at conversion) may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. SAF-HOLLAND S.A. does not intend to register any portion of any offering of its securities in the United States or to conduct an offering of its securities in the United States. In the United Kingdom, this ad-hoc announcement is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). The convertible bonds are only available to relevant persons, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this ad-hoc announcement or any of its contents. In member states of the European Economic Area which have implemented the Prospectus Directive (each, a "Relevant Member State"), this ad-hoc announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. No action has been taken that would permit an offering of the securities or possession or distribution of this ad-hoc announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this ad-hoc announcement comes are required to inform themselves about and to observe any such restrictions. In connection with any offering of the convertible bonds, COMMERZBANK Aktiengesellschaft and Citigroup Global Markets Limited (together, the "Joint Bookrunners") and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any convertible bonds and in that capacity may retain, purchase or sell for their own account such convertible bonds. In addition any of the Joint Bookrunners or its affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of the convertible bonds. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Joint Bookrunners are acting on behalf of SAF-HOLLAND S.A. and no one else in connection with any offering of the convertible bonds and will not be responsible to any other person for providing the protections afforded to clients of the respective Joint Bookrunners nor for providing advice in relation to any offering of the convertible bonds. 05.09.2014 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at and --------------------------------------------------------------------------- Language: English Company: SAF-HOLLAND S.A. 68-70, boulevard de la PÉtrusse L-2320 Luxembourg Grand Duchy of Luxembourg Phone: +49 6095 301 - 0 Fax: +49 6095 301 - 260 E-mail: Internet: ISIN: LU0307018795, DE000A1HA979, WKN: A0MU70, A1HA97 Indices: SDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, DÜsseldorf, Hamburg, MÜnchen, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------

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Source: DGAP Ad Hoc Disclosures

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