DGAP-Ad-hoc: Knorr-Bremse Aktiengesellschaft: Final offer price for shares in Knorr-Bremse AG set at EUR 80.00 per share

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Disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (market abuse regulation)

Final offer price for shares in Knorr-Bremse AG set at EUR 80.00 per share

Munich, October 10, 2018 - KB Holding GmbH (the "Selling Shareholder") has set the final offer price at EUR 80.00 per share in Knorr-Bremse AG (the "Company" and together with its subsidiaries "Knorr-Bremse").

48,360,000 bearer shares with no par value from the holdings of the Selling Shareholder are being placed with investors, consisting of 35,043,479 base shares, 8,060,000 additional base shares in full exercise of the upsize-option and 5,256,521 shares in connection with an over-allotment (over-allotment shares).

Assuming full exercise of the greenshoe option, the total placement volume amounts to 48,360,000 shares with a total offer volume of EUR 3.9 billion, based on the offer price. This results in a total market capitalization of EUR 12.9 billion based on the offer price and an expected free-float of 30.0%.

The Selling Shareholder will receive all proceeds from the sale of the base shares and the additional base shares and from the sale of the over-allotment shares. Upon completion of the offering and assuming full exercise of the greenshoe option, the Selling Shareholder will hold 65.0% of the shares in the Company and Ursus Vermögensverwaltungs GmbH will hold 5.0% of the shares in the Company, and, consequently, Mr. Heinz Hermann Thiele will (indirectly) control 70.0% of the voting rights in the Company.

The Company's shares are expected to be trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol KBX, the securities identification number (WKN) KBX100, and the international securities identification number (ISIN) DE000KBX1006 from October 12, 2018, with settlement and completion of the offering planned for October 16, 2018.

Contact and person making the notification

Harald Kinzler
Phone: +49 89 3547 1498
Mobile: +49 172 8996267
Email: investor.relations@knorr-bremse.com

Important Note

This release is neither an advertisement nor a securities prospectus and should not be relied upon in making any investment decision to purchase, subscribe for or otherwise acquire any securities. The information and opinions contained in this release are provided as at the date of this release, are subject to change without notice and do not purport to contain all information that may be required to evaluate the Company. No reliance may or should be placed for any purpose whatsoever on the information contained in this release, or any other information discussed verbally, or on its completeness, accuracy or fairness.

This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including, but not limited to, the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of Knorr-Bremse and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

This release and any materials distributed in connection with this release are not directed to or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This release and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy securities. The offer has been made solely by means of, and on the basis of, the securities prospectus dated September 28, 2018 and the supplement thereto dated October 4, 2018 (together, the "Prospectus"). An investment decision regarding the publicly offered securities of Knorr-Bremse AG should only be made on the basis of the Prospectus. The Prospectus was published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") and is available free of charge at Knorr-Bremse AG, Moosacher Str. 80, 80809 München, Germany, or on the Knorr-Bremse AG website.

In any EEA Member State, other than Germany and Luxembourg, that has implemented the Directive 2003/71/EC, as amended (the "Prospectus Directive"), this announcement is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive.

This release does not constitute an offer of securities for sale in the United States of America (the "U.S."). Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state of the U.S., and may not be offered or sold in the U.S. absent registration or an exemption from registration under the Securities Act.

Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

This announcement is only being distributed to and is only directed at (i) persons who are outside the European Economic Area or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Each of the Company and the Selling Shareholder and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

MiFID II

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and without assuming any responsibility or liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (within the meaning of the MiFID II Product Governance Requirements) should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, and who have at least informed knowledge and experience with financial instruments and (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. Investors are those seeking for either growth, income of and/or hedging with their investment and in doubt should have a long term investment horizon. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the IPO. Furthermore, it is noted that, notwithstanding the Target Market Assessment, only investors will be procured who meet the criteria of professional clients and eligible counterparties in the private placement parts of the offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.