this document is a non-binding …...this document is a non-binding translation of a german reasoned...

THIS DOCUMENT IS A NON-BINDING TRANSLATION OF A GERMAN REASONED STATEMENT PURSUANT TO THE GERMAN SECURITIES

ACQUSITION AND TAKEOVER ACT (WPÜG). IN CASE OF ANY DISCREPANCY BETWEEN THE ENGLISH AND THE GERMAN VERSION,

THE GERMAN VERSION PREVAILS.

Mandatory publication pursuant to Sec. 27 para. 3, Sec. 14 para. 3 sentence 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz, WpÜG)

Joint Statement (Gemeinsame Stellungnahme) of the Executive Board (Vorstand) and the Supervisory Board (Aufsichtsrat)

by

Vossloh Aktiengesellschaft Vosslohstraße 4 58791 Werdohl

Germany

on the

voluntary public takeover offer (cash offer pursuant to Sec. 29 of the German Securities Acquisition and

Takeover Act (WpÜG))

of

KB Holding GmbH Schlehdornstraße 3 82031 Grünwald

Germany

to the shareholders of

Vossloh Aktiengesellschaft

to acquire their ordinary bearer shares in that company

Vossloh Shares: ISIN DE0007667107

Tendered Vossloh Shares: ISIN DE000A14KR84

I. GENERAL INFORMATION ABOUT THE STATEMENT ....................5

1. LEGAL BASIS .................................................................................5

2. FACTUAL BASIS OF THE STATEMENT ...............................................5

3. PUBLICATION OF THE STATEMENT AND OF ANY ADDITIONAL

STATEMENTS ON AMENDMENTS OF THE OFFER ................................6

4. OWN RESPONSIBILITY OF THE SHAREHOLDERS OF VOSSLOH

AG ................................................................................................6

II. INFORMATION ABOUT THE TARGET COMPANY ...........................7

1. GENERAL ......................................................................................7

2. COMPOSITION OF THE EXECUTIVE BOARD AND THE

SUPERVISORY BOARD ....................................................................7

3. SHAREHOLDER STRUCTURE ............................................................8

4. OVERVIEW OF THE BUSINESS OF THE VOSSLOH GROUP....................8

5. SUMMARY OF FINANCIAL INFORMATION AND OTHER

COMPANY INFORMATION .............................................................. 10

III. INFORMATION ABOUT THE BIDDER .............................................. 11

1. BASIC INFORMATION .................................................................... 11

2. VOSSLOH SHARES HELD BY THE BIDDER OR BY PERSONS

ACTING JOINTLY WITH THE BIDDER AND THEIR

SUBSIDIARIES; ATTRIBUTION OF VOTING RIGHTS ........................... 11

IV. INFORMATION ABOUT THE OFFER ................................................ 11

1. DECISIVENESS OF OFFER DOCUMENT ........................................... 11

2. IMPLEMENTATION OF THE OFFER .................................................. 12

3. CONSIDERATION .......................................................................... 12

4. ACCEPTANCE PERIOD AND ADDITIONAL ACCEPTANCE

PERIOD ........................................................................................ 12

5. COMPLETION CONDITIONS ............................................................ 13

6. STATUS OF OFFICIAL PROCEDURES AND APPROVALS ...................... 14

7. ACCEPTANCE AND SETTLEMENT OF THE OFFER ............................. 14

V. FINANCING OF THE OFFER .............................................................. 14

VI. TYPE AND AMOUNT OF THE CONSIDERATION OFFERED ......... 15

1. STATUTORY REQUIREMENTS AS TO THE AMOUNT OF THE

CONSIDERATION........................................................................... 15 1.1 Prior acquisitions ............................................................. 15

1.2 Stock exchange price ....................................................... 16 1.3 Interim conclusion ........................................................... 16

2. FAIRNESS OPINION OF ROTHSCHILD ............................................. 16

3. OWN ASSESSMENT OF THE FAIRNESS OF THE CONSIDERATION

BY THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD .......... 18

VII. OBJECTIVES AND INTENTIONS OF THE BIDDER AND EXPECTED CONSEQUENCES FOR VOSSLOH AG .......................... 19

1. BACKGROUND OF THE OFFER; ECONOMIC AND STRATEGIC

MOTIVES ...................................................................................... 20

2. INTENTIONS OF THE BIDDER AND THE BIDDER PARENT

COMPANIES ................................................................................. 20

2.1 Future business activity, assets and future obligations of Vossloh AG............................................... 20

2.2 The Executive Board and the Supervisory Board of Vossloh AG ..................................................................... 20

2.3 Employees, employment conditions, and employee representation .................................................................. 21

2.4 Corporate seat of Vossloh, location of material parts of the business ................................................................. 21

2.5 Potential structural measures ........................................... 21

3. ASSESSMENT OF THE OBJECTIVES AND INTENTIONS OF THE

BIDDER ....................................................................................... 22

3.1 Strategic background and intentions of the Bidder ........... 22 3.2 Future business activity, assets and future

obligations of Vossloh AG............................................... 22 3.3 The Executive Board and the Supervisory Board of

Vossloh AG ..................................................................... 23

3.4 Corporate seat of Vossloh, location of material parts of the business ................................................................. 23

3.5 Possible structural measures ............................................ 23 3.6 Financial consequences for Vossloh AG .......................... 24 3.7 Consequences on existing business relationships of

the Vossloh Group ........................................................... 27

4. POSSIBLE CONSEQUENCES FOR EMPLOYEES AND EMPLOYEE

REPRESENTATION IN THE VOSSLOH GROUP AS WELL AS

EMPLOYMENT CONDITIONS ........................................................... 27

VIII. INTERESTS OF THE MEMBERS OF THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD .......................................... 28

IX. INTENTION OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD TO ACCEPT THE OFFER ................................................................................................... 28

X. CONSEQUENCES FOR THE SHAREHOLDERS OF VOSSLOH AG ......................................................................................................... 28

1. POTENTIAL CONSEQUENCES IN CASE THE OFFER IS ACCEPTED ....... 29

2. POTENTIAL CONSEQUENCES IN CASE THE OFFER IS NOT

ACCEPTED.................................................................................... 30

XI. RECOMMENDATION .......................................................................... 33

APPENDIX 1 – SUBSIDIARIES OF VOSSLOH AG .............................................. 35

APPENDIX 2 – FAIRNESS OPINION ROTHSCHILD ........................................... 39

On 16 February 2015, KB Holding GmbH (“KB Holding” or “Bidder“) submitted a voluntary public takeover offer (“Offer”) to the shareholders of Vossloh Aktiengesellschaft (“Vossloh AG” or “Target Company” and together with its subsidiaries the “Vossloh Group”) pursuant to Sec. 29, Sec. 14 paras. 2 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) by publication of the offer document within the meaning of Sec. 11 WpÜG (“Offer Document”). The subject of the Offer is the acquisition of all ordinary bearer shares with no par value of Vossloh AG (ISIN DE0007667107), each share representing a proportionate amount of EUR 2.84 in the share capital (individually a “Vossloh Share” and collectively the “Vossloh Shares”), against payment of a cash consideration in the amount of EUR 48.50 (the “Offer Price”) per Vossloh Share.

The Offer Document was submitted to the executive board (Vorstand) of Vossloh AG (“Executive Board”) on 16 February 2015. The Executive Board forwarded the Offer Document to the Supervisory Board (Aufsichtsrat) of Vossloh AG (“Supervisory Board”) and the Group Works Council of the Vossloh Group on the same date.

The Executive Board and the Supervisory Board have examined the Offer and issue the following joint statement (“Statement”):

I. GENERAL INFORMATION ABOUT THE STATEMENT

1. Legal basis

In accordance with Sec. 27 para. 1 sentence 1 WpÜG, the executive board and the supervisory board of a target company must issue a reasoned statement on a takeover offer and on all amendments of it. They can issue such statement jointly. On this basis, the Executive Board and the Supervisory Board issue the present Statement.

2. Factual basis of the Statement

All information, expectations, forecasts, assessments, forward-looking statements and declarations of intent in this Statement are based on information available to the Executive Board and the Supervisory Board at the time of publication of this Statement and reflect the assessments and intentions of the Executive Board and the Supervisory Board at that time, which may change after the date of publication of this Statement. The Executive Board and the Supervisory Board will update this Statement only to the extent that they are obliged to do so under applicable law.

Unless expressly stated otherwise, the information about the Bidder, the persons acting jointly with the Bidder and, in particular, the information on the intentions of the Bidder are exclusively based on the information contained in the Offer Document and other publicly available information. The Executive Board and the Supervisory Board are unable to verify this information. To the extent that any information in this Statement makes reference to, cites, or repeats the Offer Document, such information is a mere reference by which the Executive Board and the Supervisory Board neither approve the Offer Document nor assume any liability for the correctness or completeness of the Offer Document.

The Executive Board and the Supervisory Board are also not able to verify the intentions stated by the Bidder in the Offer Document, nor can they influence the implementation of such intentions. The Executive Board and the Supervisory Board point out that the intentions of the Bidder may change at a later point in time.

3. Publication of the Statement and of any additional statements on amendments of the Offer

This Statement and all additional statements on amendments of the Offer, if any, will be published in accordance with Sec. 27 para. 3 sentence 1, Sec. 14 para. 3 sentence 1 WpÜG on the internet at http://www.vossloh.com under “Investors” and by making available copies thereof free of charge at Vossloh AG, Investor Relations, Vosslohstraße 4, 58791 Werdohl (telephone: +49 (0) 2392 52-608; fax: +49 (0) 2392 52-538; email: [email protected]) as well as by announcement in the Federal Gazette (Bundesanzeiger).

This Statement as well as all additional statements on amendments of the Offer, if any, will be published in the German language in accordance with legal requirements and are the only authoritative versions. In addition to the German-language Statement, an English translation will soon be published, and no liability is assumed for the correctness of such translation.

4. Own responsibility of the shareholders of Vossloh AG

The Executive Board and the Supervisory Board point out that the statements and assessments in this Statement are not binding on the shareholders of Vossloh AG and that the Statement does not purport to be complete. Rather, the shareholders of Vossloh AG must make their own decision on the acceptance or non-acceptance of the Offer on the basis of the Offer Document and all other sources of information available to them (including any individual advice obtained by them) and taking into account their individual tax and other situation. The shareholders of Vossloh AG should, in particular, carefully read the Offer Document because it contains information that is important for them.

The Bidder points out in Section 1.6 of the Offer Document that the Offer may be accepted by all domestic and foreign shareholders of Vossloh AG in accordance with the terms outlined in the Offer Document and the applicable legal provisions. Further, the Bidder points out that acceptance of the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America (“United States”) may be subject to legal restrictions. Section 1.2 and Section 22 of the Offer Document provide further notes and information for Vossloh shareholders whose place of residence, seat or place of habitual abode is in the United States.

All in all, each shareholder of Vossloh AG is responsible for making his own decision on whether or not, and to which extent such shareholder will accept the Offer, taking into consideration the overall circumstances, his individual situation (including his personal tax situation), the legal provisions applicable to him, and his personal assessment of the potential future development of the value and market price of the

Vossloh Share. The Executive Board and the Supervisory Board recommend that shareholders seek individual tax and legal advice where necessary.

The Executive Board and the Supervisory Board do not assume any liability in the event that an acceptance or non-acceptance of the Offer subsequently proves to be economically disadvantageous.

II. INFORMATION ABOUT THE TARGET COMPANY

1. General

Vossloh AG is a German stock corporation (Aktiengesellschaft) with its corporate seat in Werdohl, registered in the commercial register of the local court (Amtsgericht) of Iserlohn under HRB 5292. Vossloh AG is the parent company of a group that operates worldwide in the rail technology market.

The share capital (Grundkapital) of Vossloh AG as of 25 February 2015 amounts to EUR 37,825,168.86. The share capital is divided into 13,325,290 ordinary bearer shares with no par value, each representing a proportionate amount in the share capital of EUR 2.84. At the time of publication of this Statement, Vossloh AG holds no own shares.

The Vossloh Shares are admitted to trading on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) and the Düsseldorf Stock Exchange. The Vossloh Shares are also traded on the XETRA electronic trading system and on the regulated unofficial market (Freiverkehr) on the regional stock exchanges in Berlin, Hamburg, Hannover, Stuttgart and Munich. The Shares have been included in the SDAX (since 18 March 2013, previously MDAX) and in other indices.

For information on the existing authorized capital and conditional capitals of Vossloh AG, reference is made to the description made by the Bidder in Section 7.2 and Section 7.3 of the Offer Document.

At the time of publication of this Statement, no subscription rights to Vossloh Shares exist which could lead to a possible increase of the conditional capitals set forth in the articles of association of Vossloh AG.

A list of the subsidiaries of Vossloh AG which are considered as persons acting jointly with Vossloh AG in accordance with Sec. 2 para. 5 sentence 3 WpÜG is attached hereto as Appendix 1.

2. Composition of the Executive Board and the Supervisory Board

The Executive Board currently consists of three members: Dipl.-Ing. (FH) Dr. h.c. Hans M. Schabert (Chairman of the Executive Board), Dipl.-Betriebswirt (FH) Oliver Schuster and Dipl.-Ing. Volker Schenk. The Supervisory Board consists of six members pursuant to the articles of association. Currently, the supervisory board has the following five members: Mr. Heinz Hermann Thiele (Chairman of the Supervisory Board), Ms. Silvia Maisch (employee representative), Dr.-Ing. Wolfgang Schlosser, Mr. Michael Ulrich (employee representative) and Mr. Ursus Zinsli. The

sixth member of the Supervisory Board, Dr. Alexander Selent, resigned from his office with effect as from 14 September 2014. A successor is expected to be elected at the next annual general meeting of Vossloh AG.

3. Shareholder structure

According to the notifications of voting rights received by Vossloh AG in accordance with Sec. 21 seq. of the German Securities Trading Act (Wertpapierhandelsgesetz, “ WpHG” ), its ownership surveys and the statements made by the Bidder in Section 6.5 of the Offer Document, the following shareholders directly or indirectly hold 3.00% or more of the voting rights in Vossloh AG:

• KB Holding (approx. 29.99%); pursuant to Sec. 30 para. 1 sentence 1 no. 1,

sentence 3 WpÜG or Sec. 22 para. 1 sentence 1 no. 1, sentence 3 WpHG, those voting rights are attributed to TIB Vermögens- und Beteiligungsholding GmbH, Stella Vermögensverwaltungs GmbH, and Mr. Heinz Hermann Thiele.

• Franklin Mutual Advisers, LLC, Wilmington, Delaware, USA (5.68%) • ETHENEA Independent Investors S.A., Munsbach, Luxembourg (4.88%) • Iskander Makhmudov, Russian Federation (3.08%) • Franklin Templeton Investment Funds, Luxembourg (3.05%) • Lazard Frères Gestion S.A.S., Paris, France (3.01%)

4. Overview of the business of the Vossloh Group

Vossloh AG is the management and finance holding company that heads the Vossloh Group and controls and monitors all material activities within the Group. The Vossloh Group operates world-wide in the market for rail technology, with products and services for rail infrastructure, rail vehicles and components for rail vehicles and buses forming the group’s core business. The Vossloh Group had revenues of EUR 1,321.2 million in the fiscal year 2013 (2012: EUR 1,243.0 million) and of EUR 967.7 million during the first three quarters of 2014 (2013: EUR 958.5 million). Earnings before interest and income taxes (EBIT) were EUR 54.2 million in the fiscal year 2013 (2012: EUR 97.5 million) and minus EUR 150.4 million during the first three quarters of 2014 (2013: EUR 34.6 million). The return on capital employed (ROCE) was 6.1% in the fiscal year 2013 (2012: 11.5%) and minus 24.3% during the first three quarters of 2013 (2013: 5.2%). Figures for the prior year were in some cases adjusted in the annual report 2013 and in the interim group financial report as of 30 September 2014 due to changes in the accounting of joint ventures (see page 153 of the Vossloh AG annual report 2013 and page 9 of the Vossloh AG interim group financial report as of 30 September 2014). Until the end of the fiscal year 2014, the business operations of the Vossloh Group were divided into two divisions, Rail Infrastructure und Transportation. Towards the end of 2014, Vossloh AG agreed the key points of a new group strategy, which came into force from the beginning of the fiscal year 2015. As a result, the previous Rail Infrastructure division will be divided into three new business units:

Core Components, Customized Modules, and Lifecycle Solutions. These three new infrastructure units will form the future core business of the Vossloh Group. The previous Transportation division will no longer be defined as a core business, but will nevertheless initially remain as a fourth division of the group. However, the goal is to sell the Transportation division in whole or in part by 2017 at the latest or to transfer it into a partnership that will no longer be controlled by Vossloh, depending on the progress of the restructuring and repositioning of the Vossloh Group. These measures initiate the longer-term transformation of the Vossloh Group into a new company in the rail infrastructure segment. It is also planned to strengthen the three core divisions (Core Components, Customized Modules, and Lifecycle Solutions) through acquisitions where appropriate. This was announced by Vossloh AG in an ad hoc announcement of 2 December 2014. In the following, however, the previous names of the divisions will be used for the description of the business due to the reference to the business figures from previous fiscal years. Rail Infrastructure: The Rail Infrastructure division offers products and services for rail infrastructure and includes three business units: Fastening Systems, Switch Systems, and Rail Services. The Fastening Systems business unit develops, produces and distributes world-wide rail fastening systems for all applications from local transport to heavy goods traffic to high-speed lines. The Switch Systems business unit supplies, installs and maintains switching, command and control systems for rail networks ranging from commuter rail lines to high-speed lines. The Rail Services business unit offers rail-related services, such as welding, shipping, maintenance and preventive care as well as reconditioning and recycling of rails. In the fiscal year 2013, the Fastening Systems business unit had revenues of EUR 376.4 million (2012: EUR 291.4 million, first three quarters of 2014: EUR 248.5 million), the Switch Systems business unit had revenues of EUR 460.7 million (2012: EUR 451.3 million; first three quarters of 2014: EUR 342.1 million) and the Rail Services business unit had revenues of EUR 62.1 million (2012: EUR 54.6 million; first three quarters of 2014: EUR 52.9 million). The revenues for the entire Rail Infrastructure division were EUR 896.0 million in the fiscal year 2013 (2012: EUR 792.4 million; first three quarters of 2014: EUR 640.0 million), corresponding to 67.8% of total revenue in the fiscal year 2013 (first three quarters of 2014: 66.1%). Operating earnings (EBIT) for the Rail Infrastructure division were EUR 94.1 million in the fiscal year 2013 (2012: EUR 81.7 million; first three quarters of 2014: minus EUR 5.7 million). The Rail Infrastructure division employed an average of 3,414 people in the fiscal year 2013 (first three quarters of 2014: 3,525). Transportation: The Transportation division includes activities in the area of rail vehicles and systems/components for vehicles, including the associated services. The Transportation division includes two business units: Transportation Systems and Electrical Systems. The Transportation Systems business unit, which has two manufacturing locations, one in Valencia (Vossloh Rail Vehicles) and one in Kiel (Vossloh Locomotives), builds diesel locomotives, offers maintenance services and develops and produces vehicles for urban trains. The Electrical Systems business unit

develops and produces key electrical components and systems for local transport rail vehicles and locomotives. In addition to complete equipment for vehicles, the business activity also includes air conditioning systems for rail vehicles, supply of individual components and parts of equipment, as well as modernization, service and maintenance. In the fiscal year 2013, the Transportation Systems business unit had revenues of EUR 261.9 million (2012: EUR 293.7 million; first three quarters of 2014: EUR 219.5 million) and the Electrical Systems business unit had revenues of EUR 165.7 million (2012: EUR 166.8 million; first three quarters of 2014: EUR 111.2 million). The revenues of the Transportation business unit totaled EUR 425.2 million in the fiscal year 2013 (2012: EUR 451.1 million; first three quarters of 2014: EUR 327.7 million), which corresponds to a 32.2% share of total revenues (first three quarters of 2014: 33.9%). Operating earnings (EBIT) for the Transportation business unit were minus EUR 21.2 million in the fiscal year 2013 (2012: EUR 35.5 million; first three quarters of 2014: minus EUR 118.6 million). The Transportation business unit employed an average of 1,916 people in the fiscal year 2013 (first three quarters of 2014: 2,138).

5. Summary of financial information and other company information

In the following, some selected financial information of Vossloh AG and the Vossloh Group will be shown.

2013 2012 2011 2010 2009 2008

Income statement data

Net sales € million 1,321.2 1,243.0 1,197.2 1,351.3 1,173.7 1,212.7

Cost of sales € million 1,087.3 994.3 963.5 1,055.9 916.3 958.9

Gross profit € million 233.9 248.7 233.7 295.4 257.4 253.8

EBIT € million 54.2 97.5 97.2 152.1 137.9 137.7

Net interest expense € million -21.8 -21.4 -12.3 -11.7 -9.4 -9.3

EBT € million 32.4 76.1 84.9 140.4 128.5 128.4

Group net income € million 15.0 59.2 56.2 97.5 87.9 139.4

Earnings per share € 1.25 4.94 4.32 7.32 6.57 9.48

For further information on Vossloh AG and the development of the business of the Vossloh Group reference is made to the financial reports of Vossloh AG which are published on the internet at www.vossloh.com under “Investors”.

III. INFORMATION ABOUT THE BIDDER

1. Basic information

According to the Offer Document, the Bidder is a limited liability company (GmbH) formed under the laws of Germany, with its corporate seat in Grünwald, Germany, registered in the commercial register of the local court (Amtsgericht) of Munich under HRB 122175. The Bidder’s sole managing director is Mr. Heinz Hermann Thiele, the chairman of the Supervisory Board of Vossloh AG.

According to the Offer Document, at the time of publication of the Offer Document the Bidder is controlled by Mr. Heinz Hermann Thiele, Stella Vermögensverwaltungs GmbH (“Stella”) and TIB Vermögens- und Beteiligungsholding GmbH (“TIB ”; together with Mr. Heinz Hermann Thiele and Stella the “Bidder Parent Companies”). As described in Section 6.2 of the Offer Document and in Appendix 1 to the Offer Document, TIB is the sole direct shareholder of the Bidder. The shareholders of TIB are Mr. Heinz Hermann Thiele, who holds 19.30% of the share capital, and Stella, which holds 80.70% of the share capital. Further, it is stated in the Offer Document that Mr. Heinz Hermann Thiele holds 26.82% of the share capital in Stella and, according to its articles of association, 75.00% of the voting rights in Stella.

According to the Offer Document, the Bidder holds 94.99% of the shares in Knorr-Bremse Aktiengesellschaft, the parent company of the Knorr-Bremse Group. The Knorr-Bremse Group manufactures braking systems for rail and commercial vehicles.

For further information on the Bidder, in particular on its business, reference is made to the description in Section 6 of the Offer Document.

2. Vossloh Shares held by the Bidder or by persons acting jointly with the Bidder and their subsidiaries; attribution of voting rights

According to the Offer Document, the Bidder directly holds 3,996,383 Vossloh Shares at the time of publication of the Offer Document, which corresponds to approximately 29.99% of the share capital and voting rights in Vossloh AG. Further, the Bidder states that, pursuant to Sec. 30 para. 1 sentence 1 no. 1, sentence 3 WpÜG, those voting rights are attributed to TIB, Stella and Mr. Heinz Hermann Thiele. In addition, according to the Offer Document, neither the Bidder nor persons acting jointly with it nor their subsidiaries currently hold any Vossloh Shares or financial instruments or other instruments pursuant to Sec. 25, 25a WpHG, and no voting rights based on Vossloh Shares are attributed to them. Information on the persons acting jointly with the Bidder within the meaning of Sec. 2 para. 5 WpÜG are set out in Section 6.4 as well as in Appendix 2 and Appendix 3 to the Offer Document.

IV. INFORMATION ABOUT THE OFFER

1. Decisiveness of Offer Document

The following is a summary of certain selected information contained in the Offer Document. The Executive Board and the Supervisory Board point out that the description of the Offer in this Statement does not claim to be exhaustive and that, as

for the content and settlement of the Offer, solely the provisions of the Offer Document are relevant. It is the own responsibility of each shareholder of Vossloh AG to consider the Offer Document and to take the measures appropriate for such shareholder.

2. Implementation of the Offer

The Offer is submitted by KB Holding as the Bidder in the form of a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) (cash offer) for the acquisition of all Vossloh Shares under the laws of the Federal Republic of Germany, in particular, the provisions of the WpÜG and the German Regulation on the Content of the Offer Document, the Consideration in the case of Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots) (“WpÜG Offer Regulation” ) as well as under certain applicable securities law provisions of the United States.

The Executive Board and the Supervisory Board have not carried out an independent review of the Offer for compliance with the relevant provisions of law.

3. Consideration

The Bidder offers to acquire all Vossloh Shares at the Offer Price of EUR 48.50 per Vossloh Share in accordance with the provisions of the Offer Document. The Offer Price of EUR 48.50 per Vossloh Share applies to Vossloh Shares including all ancillary rights, in particular the right to share in profits, existing at the time of settlement of the Offer.

4. Acceptance Period and Additional Acceptance Period

a) Acceptance Period

The period for acceptance of the Offer began upon publication of the Offer Document on 16 February 2015 and will end on 16 March 2015, 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time) (“Acceptance Period”). The Acceptance Period will be extended automatically in the following events:

• In the event the Bidder amends the Offer pursuant to Sec. 21 WpÜG within the last two weeks before expiry of the Acceptance Period, the Acceptance Period will be extended by two weeks (Sec. 21 para. 5 WpÜG), i.e. until 30 March 2015, 24:00 hrs (local time Frankfurt am Main) / 18:00 hrs (local time New York). This shall apply even if the amended Offer contravenes legal provisions.

• If a competing offer within the meaning of Sec. 22 para. 1 WpÜG is made by a third party during the Acceptance Period, and if the Acceptance Period for the Offer expires prior to expiry of the acceptance period for the competing offer, the expiry of the Acceptance Period for the Offer shall be determined by reference to the expiry of the acceptance period for the competing offer

(Sec. 22 para. 2 WpÜG). This applies even if the competing offer is amended or prohibited or contravenes legal provisions.

• If a general meeting (Hauptversammlung) of Vossloh AG is convened in connection with the Offer following publication of the Offer Document, the Acceptance Period in accordance with Sec. 16 para. 3 WpÜG will be ten weeks from publication of the Offer Document. The Acceptance Period would then run until 27 April 2015, 24:00 hrs (local time Frankfurt am Main) / 18:00 hrs (local time New York).

With regard to the right of withdrawal (Rücktrittsrecht) in the event of an amendment of the Offer or the launching of a competing offer, reference is made to the statements in Section 16 of the Offer Document.

b) Additional Acceptance Period

Shareholders of Vossloh AG which have not accepted the Offer within the Acceptance Period can still accept it within two weeks after publication of the results of the Offer by the Bidder according to Sec. 23 para. 1 sentence 1 no. 2 WpÜG (the “Additional Acceptance Period”) unless one of the completion conditions presented in Section 13.1 of the Offer Document has definitively not been met by the end of the Acceptance Period and has not been effectively waived. Subject to an extension of the Acceptance Period as described above under a) and in Section 5.2 of the Offer Document, the Additional Acceptance Period will, as stated by the Bidder in the Offer Document, presumably begin on 20 March 2015 and end on 2 April 2015, 24:00 hrs (local time Frankfurt am Main) / 18:00 hrs (local time New York).

5. Completion conditions

The Offer and the agreements concluded by its acceptance will be completed only if the completion conditions set forth in detail in Sections 13.1.1 (merger control approvals) and 13.1.2 (no material decrease of the DAX) of the Offer Document have been satisfied. The Executive Board and the Supervisory Board believe that these completion conditions are in line with customary practice in transactions of that kind and have due regard to legitimate interests of the Bidder and the Target Company.

As described in Section 13.2 of the Offer Document, the Bidder can – as far as admissible – waive all or individual completion conditions up to one business day prior to expiry of the Acceptance Period pursuant to Sec. 21 para. 1 sentence 1 no. 4 WpÜG. Completion conditions which the Bidder has effectively waived shall be deemed to be satisfied for the purposes of the Offer.

In so far as (i) the completion condition named in Section 13.1.2 (no material decrease of the DAX) of the Offer Document is not satisfied at the end of the Acceptance Period or (ii) the completion conditions named in Section 13.1.1 (merger control approvals) of the Offer Document have not been satisfied by 29 January 2016 and the Bidder has not effectively waived the relevant completion conditions beforehand pursuant to Sec. 21 para. 1 sentence 1 no. 4 WpÜG, the Offer will expire. Further details regarding any non-satisfaction of the completion conditions are set forth in more detail in Section 13.3 of the Offer Document.

6. Status of official procedures and approvals

In Section 12.1 of the Offer Document, the Bidder states that, in its view, the intended takeover of the Vossloh Group by the Bidder according to the Offer (the “Transaction”) is subject to several merger control approvals or the expiration of certain waiting periods. First of all, according to the Offer Document, the Transaction is subject to approval by the European Commission according to Council Regulation (EC) No. 139/2004 of 30 January 2004 on the control of concentrations between undertakings (EC Merger Regulation) unless the case is submitted to the German Federal Cartel Office (Bundeskartellamt, FCO). In addition, in view of the Bidder, the Transaction is subject to merger control filing obligations in the People’s Republic of China, in Russia, in South Africa, in Turkey and in the United States.

According to Section 12.2 of the Offer Document, the Bidder is currently involved in the informal preliminary procedure with the European Commission. The Bidder aims to submit the notification to the European Commission by mid-March 2015. The Bidder further aims to submit the necessary notifications and applications to the competent merger control authorities outside of the European Union by the end of March 2015. Vossloh AG co-operates with the Bidder in the preparation of the required merger control notifications.

7. Acceptance and settlement of the Offer

Section 11 of the Offer Document describes the acceptance and settlement of the Offer, including the legal consequences of its acceptance (Section 11.4 of the Offer Document).

The Bidder states in the Offer Document that, as a result of the merger control procedures which need to be completed (see also Section IV.6 of this Statement and Section 12.1 of the Offer Document), settlement of the Offer and payment of the purchase price to the shareholders of Vossloh AG accepting the Offer may be delayed until 10 February 2016 or may not take place at all. According to the Offer Document, however, the Bidder expects that the merger control procedures will presumably be completed by the end of the fourth quarter of 2015. However, it is not possible to make a binding statement about this.

V. FINANCING OF THE OFFER

Pursuant to Sec. 13 para. 1 sentence 1 WpÜG, the Bidder must, prior to the publication of the Offer Document, take the measures necessary to ensure that at the time at which the claim for the consideration falls due it has at its disposal the means necessary for full performance of the Offer. According to the Bidder’s statements in Section 14 of the Offer Document, the Bidder has complied with this obligation.

According to the calculations of the Bidder, the total amount that the Bidder would need for settlement of the Offer will presumably be a maximum of EUR 459,451,989.50 (the “Maximum Transaction Amount”) . The Maximum Transaction Amount, first of all, comprises the total amount that would be necessary if all shareholders of Vossloh AG accepted the Offer. This total amount would be EUR 452,451,989.50, i.e. the Offer Price of EUR 48.50 multiplied by 9,328,907,

which is the number of all Vossloh Shares not already held by the Bidder at the time of publication of the Offer Document. In addition, the Maximum Transaction Amount comprises additional costs in the amount of EUR 7 million which are expected to be incurred by the Bidder for settling the Offer.

The Bidder states in Section 14.1.2 of the Offer Document that, under a credit agreement entered into with Deutsche Bank AG, Deutsche Asset & Wealth Management, Taunusanlage 12, 60325 Frankfurt, on 20 January 2015, the Bidder is provided with a credit line in the amount of EUR 465,000,000 to finance fulfillment of the consideration in connection with the takeover of Vossloh AG through 20 March 2016 (the “Acquisition Credit Facility” ). The Bidder further states that the funds from the Acquisition Credit Facility will be provided to the Bidder as soon as certain conditions precedent and documentation requirements have been fulfilled (or Deutsche Bank has waived them) and if certain other conditions have been fulfilled and certain warranties and assurances are fulfilled at the time of drawing the credit line. The Bidder states in the Offer Document that it has no reason to assume that the conditions for drawing the Acquisition Credit Facility will not be fulfilled.

According to the Offer Document, the Bidder furthermore has at its disposal liquid assets in the amount of approximately EUR 60 million at the time of publication of the Offer Document.

VI. TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

Pursuant to Sec. 31 para. 1 WpÜG, the Bidder must offer the shareholders of the target company a fair consideration. KB Holding offers an Offer Price in the amount of EUR 48.50 per Vossloh Share in cash. A consideration in the form of Shares is not offered.

1. Statutory requirements as to the amount of the consideration

The statutory minimum price to be offered by KB Holding must be determined in accordance with Sec. 31 para. 1 WpÜG in conjunction with Sec. 3 et seq. of the WpÜG Offer Regulation. The consideration must not be less than the higher of the following two amounts:

1.1 Prior acquisitions

Pursuant to Sec. 4 para. 1 sentence 1 of the WpÜG Offer Regulation, the consideration for the Shares in the Target Company must be at least equivalent to the highest consideration provided or agreed for the acquisition of Shares of the Target Company by the Bidder, a person acting jointly with the Bidder or their subsidiaries within the last six months prior to the publication of the Offer Document. According to the Offer Document, the Bidder, any persons acting jointly with it and their subsidiaries have not made any acquisitions during that six-month period and have not concluded any agreements regarding the acquisition of Vossloh Shares.

1.2 Stock exchange price

If the Shares of the Target Company are admitted to trading on a German stock exchange, the consideration must, pursuant to Sec. 5 para. 1 sentence 1 of the WpÜG Offer Regulation, be at least equivalent to the weighted average domestic stock exchange price of these Shares during the last three months prior to the publication of the decision to launch the Offer.

According to information provided by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) as stated by the Bidder in the Offer Document, the weighted average stock exchange price as of 19 January 2015 of the Vossloh Shares during the last three months prior to the publication of KB Holding’s decision to launch the Offer on 20 January 2015 amounted to EUR 48.50. The Offer Price corresponds to this amount.

1.3 Interim conclusion

As far as the Supervisory Board and the Executive Board are able to judge on the basis of the information available to them, the Offer Price meets the requirements of the WpÜG and the WpÜG Offer Regulation for the minimum price. The Bidder has not made any acquisitions during the relevant reference period prior to the publication of the Offer Document. Accordingly, the statutory minimum price must be determined with reference to the average domestic stock exchange price of the Vossloh Shares during the last three months prior to the publication of the decision to launch the Offer. The Offer Price of EUR 48.50 corresponds to this amount.

2. Fairness Opinion of Rothschild

Vossloh AG has retained Rothschild GmbH (Rothschild) to issue an opinion assessing whether the consideration offered by KB Holding is fair from a financial point of view (Fairness Opinion).

Vossloh AG shall pay remuneration to Rothschild for its work as advisor with regard to the Offer; such remuneration shall be due and payable upon delivery of the Fairness Opinion. Moreover, Vossloh AG undertook to reimburse certain expenses and to indemnify Rothschild and hold it harmless from and against certain liability risks associated with taking on this engagement. It is pointed out that Rothschild and Rothschild’s affiliated companies – as set out in the Fairness Opinion – in the past, currently or in the future may have maintained, are maintaining or will maintain business relationships with Vossloh AG, KB Holding or their affiliated companies that may have been, are or could be remunerated. Rothschild and/or Rothschild’s affiliated companies are also active in securities trading, and they may purchase, hold and sell securities of any type of Vossloh AG for their own account or for the account of any third party.

Rothschild submitted its Fairness Opinion to the Executive Board and to the Supervisory Board on 25 February 2015. In the Fairness Opinion, Rothschild comes to the conclusion that, subject to the assumptions included in the Fairness Opinion, the consideration offered by KB Holding is, as of the date of submission of the Fairness Opinion (i.e. 25 February 2015), not fair to the shareholders of Vossloh AG

from a financial point of view. The Fairness Opinion is attached to this Statement with its full content as Appendix 2.

The Executive Board and the Supervisory Board expressly point out that the Fairness Opinion was provided solely for the information and assistance of the Executive Board and the Supervisory Board in connection with their review of the Offer. It is not addressed to third parties and does not create any third-party rights. In particular, the Fairness Opinion is not addressed to the shareholders of Vossloh AG and does not represent a recommendation by Rothschild as to whether or not any shareholder of Vossloh AG should accept the Offer. No contractual relationship is created between Rothschild and those who read the Fairness Opinion. Neither the Fairness Opinion nor the engagement agreement underlying the Fairness Opinion entered into by Vossloh AG and Rothschild shall protect or form a basis of reliance for any third party, or lead to an inclusion of any third party in the scope of protection with respect to the matters addressed therein. The consent by Rothschild to attach the Fairness Opinion to this Statement does not represent an expansion or addition to the group of persons to whom this Fairness Opinion is addressed, or who may rely on this Fairness Opinion, and also does not lead to an inclusion of third parties in the scope of protection. The Fairness Opinion also does not address the relative merits and disadvantages of the Offer as compared with other business strategies or transactions that could be open to the Bidder or to Vossloh AG.

For preparing the Fairness Opinion, Rothschild analysed (i) the Offer Document, (ii) selected publicly available commercial, business and financial information about Vossloh AG and the markets in which Vossloh AG operates, as well as (iii) selected publicly available business and financial reports and presentations of Vossloh AG and its competitors, (iv) selected reports published by equity research analysts and which contain, inter alia, information, forecasts and analyses with regard to Vossloh AG, its competitors and the markets in which Vossloh AG and its competitors operate, (v) selected capital market information made available by common data vendors, (vi) the current business plan of Vossloh AG, and (vii) the preliminary financial information for the fiscal year 2014, and (viii) to a limited extent, interviewed the senior management of Vossloh AG on the performance of the business of Vossloh AG, the financial framework conditions and the short-term, medium-term and long-term outlook (in particular with regard to the improvement measures).

Furthermore, Rothschild performed certain analyses, which have been undertaken in comparable capital market transactions and that appeared appropriate, in order to provide the Executive Board and the Supervisory Board with a sound basis for an assessment of the amount of the consideration offered by KB Holding from a financial point of view.

The Executive Board and the Supervisory Board point out that the Fairness Opinion provided by Rothschild is subject to certain assumptions and qualifications and that, in order to understand the conclusions of the Fairness Opinion, it must be read in its entirety. The Fairness Opinion of Rothschild is based on the general economic conditions and market conditions as of the date of submission of the Fairness Opinion. The Fairness Opinion assumes, in particular, that the operative improvement and portfolio measures provided for in the business plan of Vossloh AG will be

successfully completed and that the valuation achieved for the sale of the Transportation division will be in accordance with the present business plan. Subsequent developments could have effects on the assumptions made when preparing the Fairness Opinion and on its conclusions. Rothschild is under no obligation to update or reconfirm the Fairness Opinion with regard to events occurring after the date of submission of the Fairness Opinion.

The Fairness Opinion of Rothschild is not based on a company valuation, such as usually carried out by certified public accountants or auditors in accordance with the requirements of German corporate law, and Rothschild in particular did not prepare a valuation report (Wertgutachten) on the basis of the guidelines published by the Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW) (IDW S1); neither does the Fairness Opinion follow the Principles for the Preparation of Fairness Opinions (IDW S8). A Fairness Opinion of the kind as submitted by Rothschild differs in a number of important respects from a valuation report prepared by certified public accountants or auditors.

The Executive Board and the Supervisory Board point out that they did not carry out a company valuation of Vossloh AG on the basis of IDW S1, either.

3. Own assessment of the fairness of the consideration by the Executive Board and the Supervisory Board

The Executive Board and the Supervisory Board have reviewed in detail the fairness of the consideration offered by KB Holding. In this connection, the Executive Board and the Supervisory Board have, in particular, reviewed the Fairness Opinion issued by Rothschild, the conclusion of which was intensively discussed between the Executive Board and the Supervisory Board and representatives of Rothschild on 25 February 2015, and was the subject of an independent, critical assessment. The Supervisory Board and the Executive Board came to the conclusion that the Offer Price of EUR 48.50 per Vossloh Share is not fair from a financial point of view. This assessment is essentially based on the following considerations:

• The valuation on the basis of the Discounted Cash Flow method performed by Rothschild, when taking into account a sensitivity analysis of key influencing parameters, results in share prices which, in their majority, exceed the Offer Price.

• After presentation of the more specifically defined medium-term strategy on 3 December 2014, fifteen of the financial analysts covering Vossloh AG have published the following price targets for the stock exchange price of the Shares of Vossloh:

Broker/Bank Most recent publication

Recommendation Price target (EUR)

Equinet 16-Feb-15 Buy 70,0

Kepler Cheuvreux 29-Jan-15 Hold 44.6

Nord LB 27-Jan-15 Sell 50.0

HSBC 21-Jan-15 Buy 64.0 Independent Research GmbH 21-Jan-15 Buy 67.0

Hauck & Aufhäuser 21-Jan-15 Sell 50.0 Oddo Seydler 21-Jan-15 Hold 50.0 Natixis 21-Jan-15 Sell 48.0 Warburg Research 21-Jan-15 Buy 65.0 UBS 20-Jan-15 Hold 54.0 Commerzbank 20-Jan-15 Hold 48.0 Berenberg 20-Jan-15 Buy 60.0 Close Brothers 04-Dec-14 Hold 50.0 S&P Capital IQ 03-Dec-14 Hold 47.0

Deutsche Bank 03-Dec-14 Hold 45.0

The majority of the price targets exceed the Offer Price.

• The Offer Price represents a discount of approximately 10.5% to the closing price of the Vossloh Share in XETRA trading on the Frankfurt Stock Exchange on 19 January 2015, the last trading day prior to the publication of the Bidder’s decision to launch the Offer, and a discount of approximately 15.3% to the closing price of the Vossloh Share in XETRA trading on the Frankfurt Stock Exchange on 16 February 2015, the date of publication of the Offer.

• The Offer Price includes a discount of approximately 13% to the closing price of the Vossloh Share in XETRA trading on the Frankfurt Stock Exchange on 24 February 2015, the last trading day prior to the resolution of the Executive Board and the Supervisory Board on this Statement.

The Supervisory Board and the Executive Board recommend that shareholders of Vossloh AG, prior to their decision on whether or not to accept the Offer, should examine on what terms they could sell the Vossloh Shares on the exchange instead of accepting the Offer.

VII. OBJECTIVES AND INTENTIONS OF THE BIDDER AND EXPECTED

CONSEQUENCES FOR VOSSLOH AG

The Bidder explains the background of the Offer and the economic and strategic motives in Section 8 of the Offer Document. Section 9 of the Offer Document describes the intentions of the Bidder and the Bidder Parent Companies with regard to Vossloh AG. The shareholders of Vossloh AG are recommended to carefully read these sections of the Offer Document as well. The following summary description is

intended to provide an overview of the background of the Offer stated in the Offer Document (see Section VII.1) and of the intentions of the Bidder and the Bidder Parent Companies (see Section VII.2) and does not purport to be complete. It is followed by an assessment by the Executive Board and the Supervisory Board (see Section VII.3 and Section VII.4).

1. Background of the Offer; economic and strategic motives

The Bidder states in Section 8 of the Offer Document that, by making the Offer, it is taking a consistent step to moderately expand and secure its long-term entrepreneurial investment in Vossloh AG. The Bidder considers that the moderate increase of its investment offers advantages for both partners without threatening Vossloh AG’s identity or independence. The Bidder supports the strategy published by Vossloh AG in December 2014 and announces that it will accompany Vossloh AG as an entrepreneurial investor in the upcoming restructuring and transformation processes.

According to the Offer Document, the Bidder does not intend to acquire all shares in Vossloh AG or to take Vossloh AG private after completion of the Offer Document. Instead, Vossloh AG is to continue operating as an independent company. A merger with the Bidder or a company of the Knorr-Bremse Group is not planned. The Bidder does also not intend to realize any synergies. It is the Bidder’s objective to continue to use its influence as an anchor investor to work toward a strategy that is viable over the long term and to continue sustainable business operations.

2. Intentions of the Bidder and the Bidder Parent Companies

Section 9 of the Offer Document contains a description of the Bidder's intentions which are described as uniform intentions of the Bidder and the Bidder Parent Companies. According to the Offer Document, the Bidder Parent Companies do not have any intentions deviating from those described.

2.1 Future business activity, assets and future obligations of Vossloh AG

The Bidder has no specific intentions with regard to the future business activity of Vossloh AG that exceed the intended support for the strategy published by the Executive Board and the Supervisory Board in December 2014. In particular, the Bidder has no intention to change the use of assets or the financing structure of Vossloh AG or to establish future obligations for Vossloh AG outside of the usual business activity.

However, the Bidder reserves the right, after completion of the Offer, to review the corporate structure, business activities and financing of the companies in the Vossloh Group together with the Executive Board of Vossloh AG within the limits of the law.

2.2 The Executive Board and the Supervisory Board of Vossloh AG

The Bidder states that – without prejudice to the competence in personnel matters that the Supervisory Board has insofar – it intends that the current members of the

Executive Board continue to serve on the Executive Board also following completion of the Offer. The Bidder announces that it will continue the constructive dialogue in an atmosphere of trust with the members of the Executive Board and the additional members of the Supervisory Board also following completion of the Offer. With regard to the composition of the Supervisory Board, the Bidder points to a currently vacant seat of the shareholder representatives and the Supervisory Board’s intention to look for a candidate to fill this vacancy with the participation of the chairman of the Supervisory Board of Vossloh AG, Mr. Heinz Hermann Thiele. Further, the Bidder has no intention to change the composition of the Supervisory Board.

2.3 Employees, employment conditions, and employee representation

The Bidder explains that the completion of the Offer will have no effects on the employees of the Vossloh Group, their employment relationships and employee representation. The Bidder does not intend to exercise influence on the Executive Board of Vossloh AG to terminate employment relationships with employees in connection with the Offer or to change their terms and conditions of employment or to make changes with regard to employee representation.

2.4 Corporate seat of Vossloh, location of material parts of the business

The Bidder has no intention to relocate the corporate seat of Vossloh AG and also has no intention to work toward relocating or closing locations of material parts of the business.

2.5 Potential structural measures

Under Section 9.5 of the Offer Document, the Bidder states that, after completion of the Offer, it could, under certain circumstances, primarily depending on the majority that is achieved, take certain structural measures. Such structural measures mentioned by the Bidder include (i) a squeeze-out under stock corporation law pursuant to Sec. 327a et seqq. AktG, (ii) a squeeze-out under transformation law in connection with a merger pursuant to Sec. 62 para. 5 UmwG, Sec. 327a et seqq. AktG, (iii) a squeeze-out under takeover law pursuant to Sec. 38a WpÜG, (iv) the conclusion of a control and profit transfer agreement pursuant to Sec. 291 et seqq. AktG and (v) the application for delisting of the Vossloh Shares from the Regulated Market at the Frankfurt Stock Exchange (Prime Standard) and from the Düsseldorf Stock Exchange or the suspension of trading at the stock exchanges in Berlin, Hamburg, Hannover, Munich and Stuttgart. For a more detailed description of those measures, reference is made to Section 9.5 of the Offer Document.

According to the Offer Document, the Bidder does not intend any of the structural measures described under Section 9.5 of the Offer Document but reserves the right to implement such measures in the future insofar as the necessary legal requirements for them have been fulfilled and doing so is economically advisable.

The Executive Board and the Supervisory Board in this connection point out that, pursuant to Sec. 23 para. 1 of the Articles of Incorporation, the conclusion of an

agreement under which Vossloh AG subordinates its management to another undertaking (control agreement) or undertakes to transfer its entire profit to another undertaking (profit transfer agreement) requires a majority in the general meeting of shareholders of 9/10 of the share capital represented upon adoption of the resolution. The same applies pursuant to Sec. 23 para. 2 and 3 of the Articles of Association to the conclusion of a merger agreement for a merger of Vossloh AG onto an acquiring company by way of absorption or for re-establishment as well as to agreements under which Vossloh AG undertakes to transfer its entire company assets.

3. Assessment of the objectives and intentions of the Bidder

3.1 Strategic background and intentions of the Bidder

According to the voting rights notifications that Vossloh AG received in accordance with Sec. 21 et seqq. WpHG, the Bidder and the Bidder Parent Companies began to build up a material shareholding in Vossloh AG, which, as the Bidder states in the Offer Document, by now amounts to approx. 29.99% of the voting rights in Vossloh AG. Hence, the Bidder holds the most important individual interest in Vossloh AG. The Bidder did not agree with Vossloh AG in advance on its decision to submit the Offer and on the content of the Offer Document.

The Executive Board and the Supervisory Board appreciate that the Bidder intends to secure its long-term strategic investment by means of the Offer. The Executive Board and the Supervisory Board deem the Bidder to be a reliable shareholder whose participation decisively contributes to the stability of Vossloh AG’s shareholder structure. This supports a focused, sustainable business policy of Vossloh AG. The Executive Board and the Supervisory Board believe that the Bidder as a strategic investor with a high entrepreneurial competence of its own is a solid partner for the development and implementation of a strategy that is viable in the long term.

The Executive Board and the Supervisory Board regard it as positive that the Bidder supports the strategy that Vossloh AG resolved on in December 2014.

The Executive Board and the Supervisory Board regard it as positive that Vossloh AG is to continue to operate as an independent listed undertaking also after completion of the Offer and that a merger with the Bidder or a company of the Knorr-Bremse Group is not planned.

The Executive Board and the Supervisory Board clarify that cooperation with the Bidder will take place only within the scope of what is legally admissible also following completion of the Offer. The decisions made by the corporate bodies of Vossloh AG shall in particular continue to appropriately consider the interests of any remaining minority shareholders of Vossloh AG.

3.2 Future business activity, assets and future obligations of Vossloh AG

The Executive Board and the Supervisory Board welcome the fact that the Bidder has no specific intentions with regard to the future business activity of Vossloh AG that exceed the intended support for the strategy resolved on in December 2014. The

Executive Board and the Supervisory Board welcome the fact that the Bidder has no intentions to change the use of assets or the financing structure of Vossloh AG or to establish future obligations for Vossloh AG outside of the usual business activity.

The Executive Board and the Supervisory Board regard the Bidder’s announcement as positive that the Bidder pursues the objective of supporting Vossloh AG in the strategy chosen by it. The Executive Board and the Supervisory Board deem that this gratifyingly emphasises that the Bidder intends to preserve the autonomy and identity of the Vossloh Group.

The Executive Board and the Supervisory Board face openly the Bidder’s statement that the Bidder reserves the right to examine, together with the Executive Board, the company structure, the business operations and the financing of the Vossloh Group companies. The Executive Board and the Supervisory Board will constructively accept the Bidder’s offer to talk about this issue and will cooperate with the Bidder to the legally admissible extent in the interest of all stakeholders of Vossloh AG.

3.3 The Executive Board and the Supervisory Board of Vossloh AG

The Executive Board and the Supervisory Board welcome the fact that the Bidder does not intend to change the composition of the Supervisory Board, except for filling a currently existing vacancy in the Supervisory Board.

The Executive Board and the Supervisory Board appreciate the Bidder’s statements with regard to the composition of the Executive Board and the continuation of the constructive dialogue with the Board members in a spirit of trust. The members of the Executive Board intend to continue their work also following completion of the Offer.

3.4 Corporate seat of Vossloh, location of material parts of the business

The Executive Board and the Supervisory Board welcome that the Bidder has no intention to relocate the corporate seat of Vossloh AG or to work toward relocating or closing material parts of the business. This, too, reflects that the Bidder is interested in retaining the identity of the Vossloh Group.

3.5 Possible structural measures

The Executive Board and the Supervisory Board welcome that the Bidder currently has no intention to carry out any of the structural measures described under Section 9.5 of the Offer Document. As the Bidder reserves the right to carry out such measures in the future insofar as the necessary legal requirements for them have been fulfilled and doing so is economically advisable, the Vossloh Shareholders should carefully read in particular the Bidder’s statements under Section 9.5 and Section 17 of the Offer Document as well as the information contained in Section X of this Statement.

3.6 Financial consequences for Vossloh AG

a) Possible need for refinancing of Vossloh AG

There are the following material agreements of Vossloh AG that are subject to the condition of a change of control. In this context, the term “change of control” basically means that a company or an individual directly or indirectly acquires the majority (>50%) of the shares or voting rights in Vossloh AG.

• Two master credit agreements with Landesbank Baden-Württemberg in amounts of EUR 100 million and EUR 55 million, respectively: In the case of a change of control, these agreements provide in favour of the Bank an extraordinary termination right without notice as regards the master credit agreement and the transactions entered into thereunder.

• Promissory note loan in the amount of EUR 50 million led by Landesbank Baden-Württemberg: The loan agreement with the lenders provides for a right of the lenders, in case of a change of control, to require Vossloh AG within 30 days after gaining knowledge thereof to pay the outstanding amount including accrued interest as per the next interest payment date (30 April or 31 October p.a.).

• Master credit agreement with Commerzbank AG in the amount of EUR 100 million: In case of a change of control, this agreement provides in favour of the Bank an extraordinary termination right with regard to “this Agreement and the transactions entered into thereunder". In the case of termination, the Bank “will give an appropriate deadline for the settlement, provided that an immediate settlement is not required”.

• Two master credit agreements with Deutsche Bank AG:

o In case of a change of control, the master credit agreement in the amount of EUR 50 million provides in favour of the Bank an extraordinary termination right with regard to “this Agreement and the transactions entered into thereunder”. In the case of termination, the Bank “will give an appropriate deadline for the settlement, provided that an immediate settlement is not required”.

o The other master credit agreement in the amount of EUR 65 million provides that, in the case of a change of control and if “an agreement between the Parties on the continuation, possibly on amended conditions regarding interest, security or other arrangements, is not timely achieved”, the Bank shall have an extraordinary termination right. In the event of termination, the outstanding amount including accrued interest would immediately fall due.

• Master credit agreement in the amount of EUR 65 million with Landesbank Hessen-Thüringen: In case of a change of control, this agreement provides in favour of the Bank an extraordinary termination right (with a four-week notice period) regarding the master credit agreement and the underlying individual

credit agreements. In the event of termination, the outstanding amount including accrued interest would immediately fall due.

• Master credit agreement in the amount of EUR 40 million and guarantee facility in the amount of EUR 50 million with SEB AG: In the case of a change of control, both agreements provide an extraordinary termination right in favour of the Bank. In the event of termination, the outstanding amount including accrued interest would immediately fall due.

It cannot be predicted with certainty whether and to which extent the aforementioned credit agreements would be terminated by the lending banks in the case of a change of control. The Executive Board and the Supervisory Board, however, deem the risk of such a termination upon the Bidder’s assumption of control to be minor and insofar do not anticipate any substantial impact on Vossloh AG’s refinancing situation.

Furthermore, Vossloh AG is currently negotiating a refinancing of existing loans with a syndicate of banks. The negotiations are at an advanced stage. However, the detailed terms and the conclusion of the agreement are not yet final. It is likely that, upon conclusion of the agreement, the financing banks will be entitled to termination rights also in the event of a change of control with regard to Vossloh AG. A change of control is expected to be defined as the acquisition of more than 30% of the voting rights in Vossloh AG or an effective majority in the general meeting. At present, it cannot be predicted whether and to which extent, assuming conclusion of the agreement, termination rights will be exercised by lending banks in the event of a change of control.

b) Tax consequences

(1) Tax losses

The completion of the Offer can have a detrimental impact on the existence of the current tax losses and of tax loss and interest carry-forwards (hereinafter jointly referred to as tax losses) of Vossloh AG and its German subsidiaries.

If, within five years, more than 25% but less than 50% of the shares in the subscribed capital or in the voting rights in a corporation are directly or indirectly transferred to an acquirer or persons related to an acquirer, any unused tax losses are lost in proportion to the acquired shareholding quota. Tax losses are lost completely if more than 50% of the shares are transferred within five years. However, tax losses continue to exist provided that they do not exceed the total (in case more than 50% of the shares are acquired) or the pro-rated (with acquisitions of more than 25% but less than 50% of the shares) hidden reserves of the corporation’s business property that are domestically taxable and that exist at the time of the harmful acquisition of shares (schädlicher Beteiligungserwerb).

According to the information available to Vossloh AG, the Bidder acquired an interest of 25.14% in Vossloh AG in the period from March 2011 through 25 October 2012, with the own shares held by Vossloh AG at that time in an amount of approx. 9.91% having to be deducted from the share capital for tax purposes, so that the relevant shareholding at that time amounted to 27.93%.

As of 31 December 2011, corporate income tax loss carry-forwards in the amount of approx. EUR 21.6 million and trade tax loss carry-forwards in the amount of approx. EUR 14.5 million were established at Vossloh AG and its subsidiaries. Furthermore, the current losses accrued in the consolidated group of Vossloh AG by 25 October 2012 amounted to approx. EUR 11.3 million (corporate income tax) and to approx. EUR 8.6 million (trade tax); in addition, the interest expenses to be carried forward amounted to EUR 0.5 million.

Due to the Bidder’s acquisition of the shareholding, the tax loss carry-forwards of Vossloh AG and its group companies established as per 31 December 2011 and the current tax losses accrued by 25 October 2012 were principally lost in the amount of 27.93%. Vossloh AG, however, held hidden reserves in its consolidated group companies that were higher than the relevant tax losses. The Company deems that the tax losses, therefore, continue to exist upon application of the hidden reserves clause. The tax authorities might state the view that hidden reserves of the consolidated group companies are not taken into consideration as far as the dominant company is concerned (thus the draft of a BMF decree); if this view were correct, 27.93% of the tax losses at that time would be lost.

At the publication date of the Offer Document in February 2015, the Bidder, according to the information provided by it, holds approximately 29.99% of the share capital and voting rights in Vossloh AG. The Bidder’s Offer covers the acquisition of all Vossloh Shares. This can have an impact on the tax loss and interest carry-forwards existing at the date of the acquisition. As of 31 December 2014, loss carry-forwards in the amount of approx. EUR 162.9 million (corporate income tax) and approx. EUR 155.0 million (trade tax) existed at Vossloh AG. In addition, there were interest carry-forwards amounting to approx. 30.6 million. In the balance sheet, deferred tax assets in the amount of EUR 15.0 million were recognised for these loss and interest carry-forwards.

Should the Bidder acquire more than a total of 50% of the shares in Vossloh AG by March 2016 (end of the relevant five-year period as from the beginning of stake-building, which started in March 2011), all tax losses existing at that point in time would be lost, unless there are domestically taxable hidden reserves at the point in time when the 50% limit is exceeded.

Should the Bidder acquire further shares without exceeding the 50% limit (i.e. at most a further approx. 20% in addition to the existing 29.99%), it is not clear whether this would have to be added to the acquisitions made so far in the amount of 29.99% and depending on this – if no sufficient hidden reserves existed today – correspondingly higher pro-rated tax losses would be lost. On the basis of the tax authorities’ view, this would be the case only if the earlier acquisitions by the Bidder and those strived at now formed part of an overall plan (which is assumed in the case of acquisitions made within one year); although the Company has no indications that the Bidder had such an overall plan, it neither can rule this out for a lack of information. Insofar, there is a risk that the Company’s loss carry-forwards will be lost also with additional acquisitions of less than 20%.

Moreover, the completion of the Offer can have a negative impact on the loss carry-forwards of certain foreign subsidiaries of Vossloh AG. This may concern subsidiaries in the United States and in the United Kingdom, where loss carry-forwards exist in amounts of approx. USD 4.4 million (USA) and GBP 4.4 million (UK) as per 31 December 2014. In the balance sheet, deferred tax assets of, after conversion, approx. EUR 3.6 million are recognised for these loss carry-forwards as per 31 December 2014. Should the Bidder acquire more than 50% of the shares in Vossloh AG within 3 years, these foreign loss carry-forwards can be lost under certain circumstances.

A loss of tax losses can result in the tax burden being no longer (or not to the same extent) reduced by such tax losses in the future and, therefore, the distributable profit being lower.

(2) Real estate transfer tax

The completion of the Offer can trigger real estate transfer tax if the Bidder acquires, directly or indirectly, 95% or a beneficial ownership of 95% of the shares in Vossloh AG. Such real estate transfer tax would result in a tax burden reducing the distributable profit.

3.7 Consequences on existing business relationships of the Vossloh Group

The Executive Board and the Supervisory Board do currently not assume that the completion of the Offer and a change of control potentially arising therefrom with regard to the Vossloh Group will lead to a termination of any material business relationships by the Vossloh Group’s respective contractual partners.

4. Possible consequences for employees and employee representation in the Vossloh Group as well as employment conditions

The Executive Board and the Supervisory Board assume that completion of this Offer will have no immediate effects on the employees of the Vossloh Group, their employment relationships and employment conditions. To the extent that the Bidder as the potentially dominant company combines the companies of the Vossloh Group as dependent companies under its uniform management, this can result in the termination of the group works council’s office and in a change of the composition and structure of the European works council and have consequences for the composition of Vossloh AG’s Supervisory Board. The Executive Board and the Supervisory Board welcome the Bidder’s intention reflected in the Offer Document not to exercise influence on the Executive Board to terminate employment relationships with employees of the Vossloh Group in connection with the Offer or to change their terms and conditions of employment or to make changes with regard to employee representation.

VIII. INTERESTS OF THE MEMBERS OF THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD

As Mr. Heinz Hermann Thiele, the chairman of the Supervisory Board of Vossloh AG, controls the Bidder jointly with TIB and Stella, Mr. Thiele, in agreement with the other Supervisory Board members, renounced to participate in the Supervisory Board’s consultation and resolution concerning this Statement and the recommendation pursuant to Section XI hereof.

No financial or other cash-equivalent benefits have been granted, promised or suggested to the members of the Executive Board and the Supervisory Board by either the Bidder or any persons acting jointly with the Bidder. Furthermore, the Bidder or any persons acting jointly with the Bidder have not made any agreements with individual members of the Executive Board or the Supervisory Board and the members of the Executive Board have not been promised any extensions of their service agreements. The agreements concluded with the Executive Board members include no provisions that would give a party any special right of termination due to the implementation of the Offer (so-called change-of-control clauses).

IX. INTENTION OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD TO ACCEPT THE OFFER

From the members of the Executive Board, Mr. Volker Schenk is holding Vossloh Shares. Mr. Schenk intends not to accept the Offer in respect of all Vossloh Shares held by him. The other members of the Executive Board are not holding any Vossloh Shares. Mr. Heinz Hermann Thiele, the chairman of the Supervisory Board, holds all his shares in Vossloh AG indirectly through the Bidder and thus the question of the intention to accept the Offer will not arise in respect of the chairman of the Supervisory Board. From the other Supervisory Board members, Ms. Silvia Maisch is holding Vossloh Shares. Ms. Maisch intends not to accept the Offer in respect of all Vossloh Shares held by her. The other Supervisory Board members are not holding any Vossloh Shares. X. CONSEQUENCES FOR THE SHAREHOLDERS OF VOSSLOH AG

The following statements serve to assist the shareholders of Vossloh AG in their assessment of the consequences of an acceptance or non-acceptance of the Offer. The aspects mentioned are not exhaustive. Each shareholder of Vossloh AG is solely responsible for making its own evaluation of the consequences of an acceptance or non-acceptance of the Offer. The Executive Board and the Supervisory Board recommend to the shareholders of Vossloh AG to seek expert advice in this context, if required. The Executive Board and the Supervisory Board further point out that they will not give any assessment as to whether shareholders of Vossloh AG, as a result of the

acceptance or non-acceptance of the Offer, may potentially suffer any tax disadvantages (in particular a potential tax liability for capital gains) or forfeit tax advantages. The Executive Board and the Supervisory Board recommend to the shareholders to obtain tax advice before making a decision on the acceptance or non-acceptance of the Offer which considers their respective individual situation.

1. Potential consequences in case the Offer is accepted

Shareholders of Vossloh AG accepting the Offer will lose their membership and property rights in Vossloh AG upon completion of the Offer with the transfer of their Vossloh Shares to the Bidder and will receive as a consideration a payment in cash. In this context, the following should be taken into consideration:

• The shareholders of Vossloh AG accepting the Offer will no longer benefit from a potential favourable development of the stock exchange price of the Vossloh Share or a potential positive development of the business of the Vossloh Group.

• The completion of the Offer will not take place before all completion conditions of the Offer have been met or the Bidder, if and to the extent possible, has waived their fulfillment. Whether the completion conditions will be met or the Bidder, where possible, will waive their fulfillment will, if applicable, only be clear after expiry of the Acceptance Period.

• A withdrawal from acceptance of the Offer is subject to the strict requirements set out in the Offer Document and is possible only prior to the end of the Acceptance Period. The Vossloh AG shareholders’ right of disposal is restricted with regard to the Vossloh Shares for which the Offer has been accepted. According to the Offer Document, Vossloh Shares for which the Offer is accepted during the offer period (“Tendered Vossloh Shares”) are likely to be admitted to trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under ISIN DE000A14KR84 as of the third banking day following commencement of the Acceptance Period. Trading with the Tendered Vossloh Shares on the Regulated Market of the Frankfurt Stock Exchange will be suspended (i) at the end of the last day of the Additional Acceptance Period in so far as the conditions according to Section 13.1 of the Offer Document have been met or effectively waived or (ii) at the end of the third stock exchange trading day directly preceding the settlement of the Offer. The Executive Board and the Supervisory Board point to the possibility that trading volumes and liquidity of the Tendered Vossloh Shares depend on the specific acceptance rate and therefore may not exist at all or may be low and may be subject to heavy fluctuations. It is thus possible that purchase and sale orders are not executed or are not executed in a timely manner which may lead to an increased volatility of, or negative impact on, the share price. Since, as stated by the Bidder in the Offer Document, the settlement of the Offer may be delayed until 10 February 2016 or may not take place at all (also see Section IV.7 of this Statement) as a result of the various merger control approvals to which the Offer is subject (see Sections 12.1 and 12.2 of the Offer Document and Section IV.6 of this Statement), the aforementioned restrictions with regard to trading volumes and liquidity of the Tendered Vossloh

Shares may continue for a longer period. Furthermore, the acquirers of Tendered Vossloh Shares assume all rights and obligations arising from acceptance of the Offer.

• If the Bidder, persons acting jointly with it or its subsidiaries acquire Vossloh Shares over the counter within one year after publication of the number of Vossloh Shares it or they are entitled to after expiry of the offer period and resulting from acceptance of the Offer (Sec. 23 para. 1 no. 2 WpÜG) and if the value of the consideration granted or agreed for those shares is higher than the consideration in the Offer, the Bidder is obligated to pay to the Vossloh shareholders having accepted the Offer a consideration in the amount of the respective difference. Such a claim for a subsequent improvement of the consideration under the Offer shall, however, not exist for any over-the-counter acquisitions against payment of a higher consideration after expiry of this subsequent acquisition period of one year. Furthermore, the Bidder is also entitled to buy Vossloh Shares on the stock exchange at a higher price within the aforementioned one-year subsequent acquisition period without having to adjust the consideration paid to those Vossloh shareholders which have already accepted the Offer.

• The shareholders of Vossloh AG which accept the Offer are not entitled to any compensation payments payable in case of specific structural measures after completion of the Offer (in particular in case of a domination and / or profit and loss transfer agreement or a squeeze-out pursuant to Sec. 327a et seqq. AktG). These compensation payments are calculated on the basis of the full value of Vossloh AG and are subject to judicial review in appraisal proceedings (Spruchverfahren). Such compensation payments may be higher or lower than the Offer Price. Shareholders of Vossloh AG accepting the Offer are not entitled to any such compensation payments or any additional payments, even if such payments are higher.

2. Potential consequences in case the Offer is not accepted

Vossloh shareholders which do not accept the Offer and do not sell their Vossloh Shares in any other way remain shareholders of Vossloh AG. However, they should pay attention to, inter alia, the Bidder’s statements in Section 17 of the Offer Document as well as to the following aspects: • Vossloh shareholders directly bear the risk relating to the future development of

the Vossloh Group and the future development of the stock exchange price of the Vossloh Share and the future dividend policy.

• The future share price movements of the Vossloh Share cannot be predicted. These movements are subject to all external influences linked to the overall economic situation and depend on the future business development of the Vossloh Group, on the sustainably ensured sufficient financing, as well as on the supply of, and demand for, Vossloh Shares. It cannot be ruled out that the present stock exchange price of the Vossloh Share has been influenced by the Bidder’s

announcement to make the Offer or the publication of the Offer and that it will not maintain its current level.

• Vossloh Shares for which the Offer has not been accepted can, for the time being, continue to be traded on the stock exchange. However, it cannot be ruled out that the demand for Vossloh Shares following completion of the Offer will be lower than at present and that thus the liquidity of the Vossloh Shares will decrease. This may result in situations where sales orders cannot be executed or cannot be executed in a timely manner. Moreover, the possible limitation of the liquidity of the Vossloh Shares could result in substantially heavier price fluctuations than in the past. If, due to lower liquidity of the Vossloh Shares, proper trading should no longer be guaranteed, a revocation of the listing of the Vossloh Shares at the stock exchange (delisting) is possible even without corresponding action taken by the Bidder. In the event of such a delisting, there would be no more organised public market for trading Vossloh Shares. A termination of the listing of the Vossloh Shares might substantially limit the possibility of selling Vossloh Shares.

• The implementation of the Offer could result in a reduction of the free float of the Vossloh Shares below the minimum free float of 10% described in the stock index guidelines of Deutsche Börse AG. In such case, Vossloh AG would no longer fulfil the requirements of Deutsche Börse AG for the Vossloh Shares to remain in the SDAX. A future exclusion of Vossloh AG from the SDAX might have the consequence that investment funds or other institutional investors whose investments are reflected by the SDAX sell their Vossloh Shares. This might result in an oversupply of Vossloh Shares in a comparatively illiquid market.

• After completion of the Offer, the Bidder could have the necessary majority to enforce structural measures under corporate law or to pass other resolutions of crucial importance at the general meeting of Vossloh AG. Such measures may include for example (if and to the extent permitted by law) amendments to the articles of association, capital increases, consent to a domination and/or profit and loss transfer agreement, exclusion of subscription rights of the Vossloh shareholders in capital measures, squeeze-out, reorganisations, merger and dissolution of Vossloh AG as well as measures which result in a delisting of Vossloh AG on the stock exchange.

• Under a domination and profit and loss transfer agreement, the Bidder being the controlling company could give binding instructions regarding the management to the Executive Board of Vossloh AG. Due to the profit transfer obligation, the Bidder could demand the transfer of the total balance sheet profit achieved by Vossloh AG.

• In respect of a number of measures which the Bidder could execute by virtue of a majority of votes in the general meeting of Vossloh AG or enforce due to its controlling position as a majority shareholder, the Vossloh shareholders do not necessarily have to be offered a compensation of any nature whatsoever. Nevertheless, it cannot be ruled out that such measures might have an adverse impact on the share price or the value of the Vossloh Shares calculated on the basis of the company value.

• The Bidder, after completion of the Offer or at a later time, could cause Vossloh AG, within the limits of the law, to apply for delisting of the Vossloh Shares from trading at the Regulated Market of the Frankfurt Stock Exchange with additional listing obligations (Prime Standard) and the Düsseldorf Stock Exchange after the conditions required for this have been met, or suspend trading at the Berlin, Hamburg, Hanover, Munich and Stuttgart stock exchanges. In the former case, the Vossloh shareholders would no longer profit from the higher reporting duties of the Regulated Market.

• If as part of any structural measures under corporate law – depending on the type of measure – it is required by law to make a compensation and / or exchange offer to the shareholders of Vossloh AG on the basis of the company valuation, taking into account the stock exchange price, if necessary, then this would have to be based upon the net assets and results of operations of Vossloh AG at the future time of the structural measure specified more closely by law with regard to the type of measure concerned or upon the stock exchange price at the time of the relevant resolution or its announcement. The value of such a compensation and / or exchange offer could be equivalent to the Offer Price, but could also be higher or lower. It would be subject to judicial review in appraisal proceedings (Spruchverfahren). The same applies to the adequate annual consideration to be stipulated in the case of a domination and / or profit and loss transfer agreement.

• According to Sec. 39c WpÜG, shareholders which have not accepted the Offer may still accept the Offer within three months after the end of the Acceptance Period (the “Sell-Out Right”) provided the Bidder is entitled to submit an application to the competent court under Sec. 39a WpÜG to transfer to it the shares of the remaining shareholders in exchange for a reasonable compensation by court order (squeeze-out under takeover law). The Bidder will be entitled to submit an application under Sec. 39a WpÜG only if, after implementation of the Offer, it holds at least 95% of the share capital of Vossloh AG. Pursuant to Sec. 39a para. 3 WpÜG, the type of consideration must correspond to the consideration in the Offer and thus be a cash payment. The amount of EUR 48.50 paid as part of this Offer shall be deemed to be a reasonable consideration pursuant to Sec. 39a para. 3 WpÜG if the Bidder, as a result of the Offer, has acquired shares amounting to at least 90% of the share capital to which the Offer relates. If the Bidder fails to comply with its publication obligation under Sec. 23 para. 1 sentence 1 no. 4 or sentence 2 WpÜG after having reached the shareholding level of 95% of the share capital of Vossloh AG required for a squeeze-out pursuant to Sec. 39a para. 1 and 2 WpÜG, the three-month period within which the Sell-Out Right can be exercised shall not commence before this obligation has been met.

• If the Bidder, after implementation of the Offer or at a later date, holds at least 95% of the share capital of Vossloh AG, the Bidder could bring about a resolution at the general meeting of Vossloh AG in accordance with Sec. 327a et seqq. AktG concerning the transfer of the shares held by the minority shareholders to the Bidder in exchange for granting of a reasonable cash compensation subject to review by a court (squeeze-out under stock corporation law). If the general meeting of Vossloh AG resolves to transfer the shares of the remaining shareholders to the main shareholder in exchange for granting of a reasonable cash

compensation according to Sec. 327a AktG, the situation of Vossloh AG at the time of the resolution of the general meeting to transfer the shares would be decisive for the amount of the cash compensation to be granted. The lawfulness of the amount of the compensation can be examined by a court in appraisal proceedings. The amount of the reasonable consideration could be equivalent to the Offer Price of EUR 48.50 per Vossloh Share, but could also be higher or lower.

• Pursuant to Sec. 62 para. 5 UmwG, the squeeze-out of minority shareholders can already be brought about in case of a shareholding of 90% when passing a resolution on the squeeze-out of minority shareholders in connection with a group merger (squeeze-out under transformation law). This requires the transformation of the Bidder into a stock corporation. With regard to the compensation payable to the Vossloh shareholders affected by the squeeze-out, the foregoing explanations as to the squeeze-out under stock corporation law apply accordingly.

• Provided the Bidder holds the required majority of Vossloh Shares, it may independently pass resolutions in the general meeting with regard to the use of a potential balance sheet profit.

• If the Bidder, after consummation of the Takeover Offer, holds 30% or more of

the voting rights in Vossloh AG, it will be able to further increase its participation in Vossloh AG without having to make a mandatory offer according to Sec. 35, 29 WpÜG to the remaining shareholders of Vossloh AG or to give the remaining shareholders of Vossloh AG another possibility of selling their shares in connection with such an increase of its participation.

XI. RECOMMENDATION

As set out in Section VII.3 and Section VII.4 of this Statement, the Executive Board and the Supervisory Board consider the objectives and intentions of the Bidder, in principle, as positive. Based upon an overall assessment, the Executive Board and the Supervisory Board take the view, also considering the Fairness Opinion submitted by Rothschild, that the Offer Price is not fair. The Executive Board and the Supervisory Board of Vossloh AG, therefore, recommend to the shareholders of Vossloh AG not to accept the Offer.

Irrespective thereof, each shareholder of Vossloh AG is responsible for making its own decision on whether or not it will accept the Offer, taking into consideration the overall circumstances, the shareholder’s individual situation (including its individual tax situation), and its personal assessment of the possibilities of the future development of the value and stock exchange price of the Vossloh Shares. Notwithstanding the applicable compulsory statutory provisions, the Executive Board and the Supervisory Board will not assume any responsibility in the event that the acceptance or non-acceptance of the Offer should subsequently result in any disadvantageous economic consequences for a shareholder of Vossloh AG.

The Executive Board unanimously approved this Statement and the foregoing recommendation to the shareholders of Vossloh AG.

As stated in Section VIII hereof, Mr. Heinz Hermann Thiele, the chairman of the Supervisory Board, in agreement with the other Supervisory Board members, was not involved and did not take part in the Supervisory Board’s consultation and resolution concerning this Statement and the foregoing recommendation. The other Supervisory Board members unanimously approved this Statement to the shareholders of Vossloh AG.

Frankfurt am Main, 25 February 2015

Vossloh Aktiengesellschaft

The Executive Board The Supervisory Board

APPENDIX 1 – SUBSIDIARIES OF VOSSLOH AG

Persons acting jointly with Vossloh AG pursuant to Sec. 2 para. 5 WpÜG

as of 25 February 2015

Entity Registered office ADIF SE – Vossloh Cogifer Argentina SA Consorcio de Cooperacion

Buenos Aires, Argentina

APS electronic AG Niederbuchsiten, Switzerland

ATO-Asia Turnouts Limited Bangkok, Thailand

Cleveland Track Material, Inc. Cleveland, USA

Cogifer Americas, Inc. Cincinnati, USA

Cogifer Services (Malaysia) Sdn. Bhd. Kuala Lumpur, Malaysia

Erion France SAS Arc-lès-Gray, France

Erion Mantenimiento Ferroviario S.A. Madrid, Spain

FÉDER-7 Rugógyártó Kft. Sárkeresztes, Hungary

Futrifer-Indústrias Ferroviárias SA Lisbon, Portugal

GTS Gesellschaft für Gleistechnik Süd mbH Seevetal, Germany

‘J‘ Rail Components & Manufacturing, Inc. Grass Valley, USA

Jacquemard AVR SA St. Jean Bonnefonds, France

Locomotion Service GmbH Kiel, Germany

LOG Logistikgesellschaft Gleisbau mbH Hanover, Germany

OAO Vossloh Fastening Systems RUS Engels, Russia

OOO Vossloh Bahn- und Verkehrstechnik Moscow, Russia

Outreau Technologies SAS Outreau, France

Patil-Vossloh Rail Systems Pvt. Ltd. Hyderabad, India

Siema Applications SAS Villeurbanne, France

Stahlberg Roensch GmbH Seevetal, Germany

Suzhou Vossloh Track Systems Co., Ltd. Suzhou, China

Vossloh Australia Pty. Ltd. Sydney, Australia

Entity Registered office Vossloh Beekay Castings Ltd. Bhilai, India

Vossloh Cogifer Argentina

Vossloh Cogifer Australia Pty. Ltd.

Buenos Aires, Argentina

Sydney, Australia

Vossloh Cogifer do Brasil Metalúrgica MBM SA Sorocaba, Brazil

Vossloh Cogifer do Brasil Administracao de Bens e Participacoes Ltda.

Sorocaba, Brazil

Vossloh Cogifer Finland OY Teijo, Finland

Vossloh Cogifer HBA Makas Teknoloji Sanayi ve Ticaret Anonim Şirketi

Ankara, Turkey

Vossloh Cogifer Italia S.r.l. Pomezia, Italy

Vossloh Cogifer Kihn SA Rumelange, Luxembourg

Vossloh Cogifer Kloos BV Nieuw-Lekkerland, Netherlands

Vossloh Cogifer Polska Sp.z o.o. Bydgoszcz, Poland

Vossloh Cogifer SA Rueil-Malmaison, France

Vossloh Cogifer Signalling India Private Limited Bangalore, India

Vossloh Cogifer Southern Africa Proprietary Limited Cape Town, South Africa

Vossloh Cogifer Turnouts India Private Limited Secunderabad, India

Vossloh Cogifer UK Limited Scunthorpe, United Kingdom

Vossloh Drázni Technika s.r.o. Prague, Czech Republic

Vossloh Dritte Beteiligungsgesellschaft mbH Düsseldorf, Germany

Vossloh Espana SA Valencia, Spain

Vossloh Fastening Systems America Corp. Chicago, USA

Vossloh Fastening Systems China Co. Ltd. Kunshan, China

Vossloh Fastening Systems GmbH Werdohl, Germany

Vossloh Fastening Systems Southern Africa Proprietary Limited

Cape Town, South Africa

Vossloh France International SAS Rueil-Malmaison, France

Entity Registered office Vossloh France SAS Paris, France

Vossloh High Speed Grinding GmbH Seevetal, Germany

Vossloh International GmbH Werdohl, Germany

Vossloh Kiepe Beteiligungs GmbH Düsseldorf, Germany

Vossloh Kiepe Corporation Vancouver, Canada

Vossloh Kiepe d.o.o. Niš, Serbia

Vossloh Kiepe Ges.m.b.H. Vienna, Austria

Vossloh Kiepe GmbH Düsseldorf, Germany

Vossloh Kiepe Inc. Alpharetta, USA

Vossloh Kiepe Limited Birmingham, United Kingdom

Vossloh Kiepe Main Line Technology GmbH Düsseldorf, Germany

Vossloh Kiepe S.r.l. Cernusco sul Naviglio, Italy

Vossloh Kiepe Southern Africa Proprietary Limited Cape Town, South Africa

Vossloh Kiepe Sp.z o.o. Cracow, Poland

Vossloh Kiepe UK Limited Birmingham, United Kingdom

Vossloh Laeis GmbH Trier, Germany

Vossloh Locomotives France SAS Antony, France

Vossloh Locomotives GmbH Kiel, Germany

Vossloh Maschinenfabrik Deutschland GmbH Werdohl, Germany

VOSSLOH MIN SKRETNICE DOO ZA Proizvodnjui Montazu Skretnica I Opreme Nis

Niš, Serbia

Vossloh Mobile Rail Services GmbH Seevetal, Germany

Vossloh Nordic Switch Systems AB Ystad, Sweden

Vossloh Rail Center Bützow GmbH Bützow, Germany

Vossloh Rail Center Hamburg GmbH Hamburg, Germany

Vossloh Rail Center Leipzig GmbH Seevetal, Germany

Vossloh Rail Center Nürnberg GmbH Nuremberg, Germany

Entity Registered office Vossloh Rail Services GmbH Seevetal, Germany

Vossloh Rail Services International GmbH Seevetal, Germany

Vossloh Rail Services North America Corporation Dover, USA

Vossloh Rail Services Scandinavia AB Helsingborg, Sweden

Vossloh Rail Technologies Ltd Sti. Erzincan, Turkey

Vossloh Ray Hizmetleri Limited Sirketi Istanbul, Turkey

Vossloh Signaling United States Inc. Cleveland, United States

Vossloh Sistemi S.r.l. Sarsina, Italy

Vossloh Skamo Sp.z o.o. Nowe Skalmierzyce, Poland

VOSSLOH Southern Africa Holdings Proprietary Ltd. Johannesburg, South Africa

Vossloh Tehnica Feroviara SRL Bucharest, Romania

Vossloh Track Material, Inc. Wilmington, USA

Vossloh Track Systems GmbH Werdohl, Germany

Vossloh US Holdings Inc. Wilmington, United States

Vossloh Verwaltungsgesellschaft mbH Werdohl, Germany

Vossloh Zweite Beteiligungsgesellschaft mbH Werdohl, Germany

Vossloh-Schwabe Australia Pty. Ltd. Sydney, Australia

Vossloh-Werke GmbH Werdohl, Germany

Vossloh-Werke International GmbH Werdohl, Germany

ZAO Vossloh Fastening Systems Rus Moscow, Russia

APPENDIX 2 – FAIRNESS OPINION ROTHSCHILD

Rothschild GmbH Börsenstraße 2-4 60313 Frankfurt am Main

Telefon +49 (0)69 299 884 0 Telefax +49 (0)69 287 820 Handelsregister Frankfurt am Main HRB 33183

Vors. des Aufsichtsrats: Prof. Dr. Klaus Mangold

Geschäftsführer: Dr. Martin Reitz (Vors.),

Sonja Lilienthal, Dirk Pahlke, Dr. Axel Stafflage,

Kai Tschöke

Dear Sirs, You have requested our opinion as to the fairness from a financial point of view of the consideration offered to the shareholders of Vossloh AG (“Vossloh” or the “Company”) in connection with the public takeover offer dated 16 February 2015 and presented by KB Holding GmbH (“Bidder”) (the “Transaction”). The consideration offered consists of a cash payment per Vossloh share tendered of €48.50 (“Consideration”). We are acting as financial advisor to Vossloh in connection with the Transaction and have agreed a customary advisory fee Vossloh which is payable following the submission of the opinion. Vossloh has agreed to indemnify us against certain liabilities and obligations which may arise in connection with our engagement for Vossloh. Neither we nor our affiliates are currently acting for the Bidder in connection with the Transaction. Rothschild and/or companies affiliated with Rothschild may in the past, currently or in the future have business relations with the Company, the Bidder or their affiliated companies, which might have been or could be remunerated with a fee. Companies affiliated with Rothschild are active in securities trading, which may lead to a situation whereby they acquire, hold or sell any kind of Vossloh security, for their own or for a third party account.

STRICTLY PRIVATE AND CONFIDENTIAL

NON-BINDING CONVENIENCE TRANSLATION – THE SIGNED GERMAN VERSION OF THIS LETTER IS SOLELY DECISIVE To the Supervisory Board and Management Board of Vossloh AG Attention of Dr. Schabert Vosslohstrasse 4 58791 Werdohl Germany

25 February 2015

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This letter does not address the relative merits of the Transaction as compared to other business strategies or transactions that might be available to Vossloh. We have neither been instructed to provide an opinion on the main terms of the Transaction (except the fairness of the Consideration from a financial point of view) nor does this letter contain such an opinion. In conjunction with this opinion we have used in agreement with the Company inter alia the following as basis for our work:

i. The mandatory publication (Pflichtveröffentlichung) pursuant to sections 34, 14 para. 2 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) of the Bidder dated 16 February 2015 (the “Offer Document”);

ii. Certain publicly available economic, business and financial information about Vossloh and the markets in which Vossloh is active;

iii. Certain publicly available corporate filings and presentations of Vossloh and its competitors;

iv. Certain reports published by equity research analysts, containing, amongst other information, financial forecasts and analyses concerning Vossloh, its competitors and their markets;

v. Certain capital markets related data available from customary data providers;

vi. The current business plan of Vossloh as of November 2014

vii. The preliminary financial figures for the 2014 business year as of 9 Februrary 2015; and

viii. To a limited extent have had discussions with senior management of Vossloh regarding financial circumstances, future prospects (here in particular the business plan as well as the successful implementation of the operational improvement and portfolio measures) and certain other circumstances.

In addition, we have:

i. Compared the financial and operating performance of Vossloh and the development of the value of their shares with publicly available information concerning other companies we deemed relevant, and reviewed the current and historical market price development of these companies’ shares;

ii. Compared the proposed Consideration with the publicly available financial terms of certain other transactions;

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iii. Performed discounted cash flow valuations for Vossloh, based on financial forecasts derived from the sources of data described above; and

iv. Performed other studies and analyses as we deemed appropriate in this context. This opinion is based on valuations of the Company as they are typically performed by financial advisors when providing fairness opinions in these types of transactions. These include valuations and assessments based on current and historical multiples of publicly listed comparable companies, multiples observed in comparable transactions, and discounted cash flow analyses. Furthermore the assessments and expectations as presented by equity research analysts and the share price of the Company, which is currently trading significantly above the Consideration, are also being considered. Our assessment is carried out using valuation methods commonly used by financial advisors and which differ in a number of important aspects from a valuation performed by qualified auditors and/or from asset based valuations in general. In particular, we have not performed valuations based upon the guidelines published by the German Institute of Chartered Accountants (IDW) (IDW S 1). This opinion does not substitute such valuations. We express no view on whether, in light of the nature of the Transaction, it may be required or appropriate for the Supervisory and Management Boards of Vossloh to obtain such valuations. We further do not render this opinion pursuant the “Standards for the preparation of Fairness Opinions” published by the German Institute of Chartered Accountants (IDW S8). For the purpose of rendering this opinion we have, as instructed, relied on the information and documentation available to us, subject to all qualifications and assumptions contained therein, whether express or implied. We have assumed and relied upon the accuracy and completeness of all of the financial, accounting, legal, tax and other information, reports and documents reviewed or used by us, and we do not assume any liability for these. This applies regardless of whether the information and documents were publicly available, have been provided to us by Vossloh or its advisors, or were otherwise made available to us. Accordingly, as instructed, we have not undertaken an independent review or verification of the information and documents concerning their consistency, correctness and completeness. We have, without limitation, not provided, obtained or reviewed any specialist advice, including but not limited to, commercial, legal, accounting, actuarial, environmental, information technology or tax advice, and, accordingly, our opinion does not take into account the possible implications of any such specialist advice. In addition, as instructed by you, we have not made an independent evaluation or appraisal of Vossloh’s assets and

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liabilities (including any off-balance-sheet assets or liabilities) and did not receive any corresponding valuations or reviews. This opinion and all information and views given herein are based on economic, monetary, market, regulatory and other conditions as in effect on, and the information and documents available to us as of, the date hereof. In particular we have relied on the assessment of Vossloh’s management board and supervisory board representatives with regard to the successful implementation of the business plan, the long-term business perspectives as well as the successful implementation of the announced operational improvement and portfolio measures and relied on the statements of the management and supervisory board representatives regarding the measures’ general feasibility and economic effectiveness and, as instructed by you, not performed an independent assessment of the announced operational improvement and portfolio measures. Accordingly, this opinion is based on the assumption that, if as part of the improvement and portfolio measures divestitures should occur, these are realized at valuation levels which are consistent with the business plan which was provided to us by the Company and on the basis of which this opinion has been rendered. It should be understood that these as well as other assumptions underlying this opinion may change in the future. This opinion and all information and views given herein are subject to all qualifications and assumptions contained in such information and documents, whether express or implied. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion. In addition, changes in the business of Vossloh or in the environment they operate in, including the laws and regulations applicable to the companies’ business as well as capital markets, could affect the financial forecasts for and the financial condition of Vossloh. As agreed with you, this opinion is provided solely for the information and assistance of the management and supervisory boards of Vossloh in connection with their evaluation of the Consideration. It is not meant to address or to operate for the benefit of any third party nor does it give rise to any rights of or obligations towards third parties. This applies in particular to the shareholders of Vossloh, the Bidder, or the Bidder’s shareholders and corporate bodies. The existence and the content of this opinion are confidential and are subject to the engagement letter entered into between Vossloh and Rothschild dated as of 18/23 February 2015. It may not be used for any purpose other than described herein. The management and supervisory boards of Vossloh are entitled to disclose this opinion as

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an annex to the reasoned opinion to be issued pursuant to section 27 para. 1 WpÜG. Otherwise, this opinion may not be passed on, reproduced, published or otherwise used or referred to, nor shall any public reference to Rothschild be made, without our prior written consent. The same shall apply for any references to the existence and the content of this opinion. We accept no responsibility to any person other than the management and supervisory boards of Vossloh in connection with the Transaction and in relation to the contents of this opinion, even if it has been disclosed with our consent. Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof, the Consideration on which the Transaction is based cannot be deemed fair from a financial point of view to the shareholders of Vossloh. Very truly yours, Rothschild GmbH Signatures (in German version only)

this document is a non-binding …...this document is a non-binding translation of a german reasoned...

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