SAF-HOLLAND Annual Financial Statements Detlef Borghardt, CEO Wilfried Trepels, CFO. March 14, 2013

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1 SAF-HOLLAND Annual Financial Statements 212 Detlef Borghardt, CEO Wilfried Trepels, CFO March 14, 213

2 Executive Summary business volume successfully expanded in Group sales increased yoy by 3.4% from 831.3mn to 859.6mn. 2 Stable adj. EBIT of 58.2mn (previous year: 58.) and adj. EBIT margin of 6.8% (previous year: 7.%), compensating the expired project in Q3/211.* 3 In Financial Year 212, SAF-HOLLAND applied the new accounting standard IAS 19R, the amended version of IAS 19 Employee Benefits (details on slide 9). 4 Improved and diversified financial profile after new financing agreement, bond placement and capital increase. 5 Increased cash flow and stable net working capital performance. 6 Outlook 213 Sales between 875mn and 9mn. Adj. EBIT above 6mn and stable or even increasing adj. EBIT margin. No anticipation of any major negative one-time impacts on earnings and therefore significant improvement of actual result for 213. Confirmation of mid-term targets: Sales 1bn and 1% adjusted EBIT margin. 2 * Adjusted for effects of IAS 19R

3 Business performance group sales and group adjusted EBIT Sales in mn Adjusted EBIT in mn* 1, % % % 12% 8% % 7.2% 7.3% 6.1% 6.6% 6.8% 6.7% 6.9% 4% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 % * Adjusted for effects of IAS 19R

4 Business performance sales by region and business unit Sales in mn by region Sales in mn by business unit 7 1, North America Europe Other Trailer Systems Powered Vehicle Systems Aftermarket 1, +39.7% % (6.6%) (4.9%) (5.2%) (6.7%) (24.6%) +11.7% (26.6%) % -4.8% (5.7%) (55.8%) (5.6%) % (54.9%) 5 (18.5%) (18.3%) 4 +.1% % +1.6% (42.7%) 2 (39.3%) (42.7%) (56.9%) (55.1%) (39.9%) 1 Q1-Q3/211 Q1-Q3/

5 Business performance Trailer Systems Sales in mn Summary Sales of 473.5mn YTD 212 (YTD 211: 472.8) Pent up demand and growing interest in SAF-HOLLAND 1 axle and suspension systems in N.A. 8 Slight sales decrease in Europe due to cautious market 6 environment and outstanding realization of pent up demand 4 was nearly compensated by positive development in N.A. 2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Adjusted EBIT in mn and margin in %* % % 3.7% % % 3.2% 3.% % 6% 5% 4% 3% 2% Decline yoy of adj. EBIT from 14.8 to 14.3mn Nearly stable adj. EBIT margin of 3.% (previous year: 3.1.%) Seasonally weaker adj. EBIT margin in Q4/212 in line with previous fiscal year 1 1% 5 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q * Adjusted for effects of IAS 19R %

6 Business performance Powered Vehicle Systems Sales in mn Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Summary Sales of 157.6mn YTD 212 (YTD 211: 154.), which equals a growth yoy of 2.3% Growth in sales in N.A. driven by realization of pent up demand from Q4/11 to Q2/12 followed by a normalization in the 2 nd half-year The expected weaker truck sales in Europe and deterioration of pent-up demand caused by the remaining economic uncertainties showed slightly less influence than predicted on the Business Unit s total sales development Adjusted EBIT in mn and margin in %* 6 32% Increase yoy of adj. EBIT from 14.2 to 15.6mn % % 8.7% 8.3% 8.1% 9.5% 9.% % 27% 22% 17% 12% 7% Increase yoy of adj. EBIT margin from 9.2% to 9.9% Despite the missing earnings contribution of the expired project in N.A. profitability strongly improved; this was mainly caused by an improved customer and product mix 1 2% 6 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q * Adjusted for effects of IAS 19R -3%

7 Business performance Aftermarket Sales in mn Summary Sales of 228.5mn YTD 212 (YTD 211: 24.5), which equals a strong growth yoy of 11.7% Strong growth due to high installed product base, increased 4 selling organization and successful positioning of A2 brand Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Adjusted EBIT in mn and margin in %* % % 14.8% 14.5% 14.6% 14.3% 15.1% 13.9% 2 35% 3% 25% 2% 15% 1% 5% Increase yoy of adj. EBIT from 32.1 to 33.1mn Decrease yoy of adjusted EBIT margin from 15.7% to 14.5% Decline in profitability mainly caused by higher costs for expansion activities such as the establishment of the new Parts Distribution Center in Mexico Seasonally weaker adj. EBIT margin in Q4/212 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q % 7 * Adjusted for effects of IAS 19R

8 Business performance operating cash flow Operating cash flow before income tax in mn Net working capital in mn and as % of sales ,7 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Termination of discount programm ca. - 12mn 6, Prepayments related to Q1/212, received in Q4/211 ( 6mn) Factoring effect of 3.9mn in June, 4.3mn in September and 7.8mn in 2.1 December % 8.3% 1.5% 9.6% 1.2% 1.% 1.3% 1.2% Average: 13.3mn 25% 2% 15% 1% 5% Summary Strong operating cash flow of 59.5mn YTD 212 (YTD 211: 46.5) due to lower Net Working Capital increase of 11.1mn (previous year: 25.4). Negative one-time effect of 6.mn in January balanced by factoring effect of 7.8mn in total for 212. Net Working Capital increased to 82.5mn (Q4/211: 78.2) due to higher business volume and almost reached the target of <1%. Days of inventory were 48 days and therefore slightly above the target of 45 days. Inventories in mn and days of inventories Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q % Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q

9 New accounting standard IAS 19R In Financial Year 212, SAF-HOLLAND applied the new accounting standard IAS 19R, the amended version of IAS 19 Employee Benefits : keur 12/31/212 IAS 19R 12/31/212 IAS 19 Change Other non-current assets 859 6,34-5,445 Deferred tax assets 35,647 25,687 9,96 Retirement benefit obligations 39,251 13,991 25,26 Equity 197, ,68-2,745 Total (changes total assets changes total equity and liabilities) Operating result 45,547 43,92 1,627 Finance result -29,572-28,271-1,31 Income taxes -8,557-8,451-1 Result for the period 7,418 7, IAS 19R eliminates the corridor method for recognizing actuarial gains and losses. For better comparability, IAS 19R was applied retroactively to the financial year

10 Financials balance sheet in mn 12/31/212* % 12/31/211* % Non-current assets % % Inventories % % Other current assets % % Cash and cash equivalents % % Total assets % % Equity % % Other non-current liabilities % % Interest bearing loans and borrowings % % Other current liabilities % % Net debt as of December 31, 212: 141.8mn (12/31/11: 159.7mn) 1 * Adjusted for effects of IAS 19R

11 Equity reconciliation capital increases lead to strong capital structure In mn Pension adjustments IAS 19R (OCI) Other adjustments Capital increase Transaction Costs (net) Pension adjustment IAS 19R (OCI) Changes in FV of derivatives hedges (OCI) Foreign currency conversion (OCI) 26.6 Result for the period Capital increase Transaction costs (net) Foreign currency conversion (OCI) Pension adjustment IAS 19R (OCI) Changes in FV of drivatives hedges (OCI) Result of the period Equity positively influenced by two capital increases ( 165.3mn in total) and positive earnings ( 34.mn) and negatively influenced by application of IAS 19R ( 2.7mn in total). 11

12 Net debt reconciliation one-time effects related to refinancing In mn Success fee paid Redemption Swap Cash increase caused by capital incrase Financing fees paid Interest paid Operative * In Financial Year 212 several one time effects related to the optimization of the financial structure of the Group influenced the net debt position (new financing, bond, capital increase). 12 * Net debt as of December 31, 212 also includes bond 75mn

13 Financials profit and loss statement in mn 212* % 211* % Sales % % Cost of Sales % % Gross Profit % % Selling expenses % % Administrative expenses % % R&D % % Other % Operating result % % Financial result % % Earnings before tax % % Income tax % Result for the period 7.4.9% % 13 * Adjusted for effects of IAS 19R

14 Financial result reconciliation several one-time effects in mn Total finance income and expenses FX effects (IC) Swap expenses Redemption success fee Extraordinary write off finance fees Total one-time effects Bank interest Pension interest Amortisation finance fees Interest income.2.1 Other current charges Total current finance income and expenses

15 Income tax reconciliation in mn Income base on effective tax rate of 53.6% (previous year:.1%) Income tax from previous year due to Tax Audit findings Unused tax loss carry-forwards Unused interest carry-forwards Recognition of previous year non-recognized interest carry-forwards Use of previously not recognized tax loss carry-forwards Other.1.8 Income base on group s income rate of 3.8%

16 Financials cash flow statement in mn 212* 211* Result before tax Finance result Amortization/depreciation/reversal of impairment Change in Net Working Capital Other items cash flow Operating cash flow before income tax Income tax paid Operating cash flow Cash flow from investing Cash flow from financing Effect of f/x changes Net change in cash * Adjusted for effects of IAS 19R

17 Key financials in mn Q1-Q4/212* Q1-Q4/211* Q4/212* Q4/211* Sales Cost of sales Gross profit Margin 18.2% 17.9% 17.8% 17.% Adjusted result Margin 3.3% 2.9% 3.6% 3.1% Adjusted EPS in Adjusted EBITDA Margin 8.5% 8.7% 8.6% 7.8% Adjusted EBIT* Margin 6.8% 7.% 6.9% 6.1% Operating cash flow (before income tax) * Adjusted for effects of IAS 19R

18 Key financial ratios and figures Net financial debt ( mn) Summary Significantly improved financial profile through capital increases Reduction of interest costs Further improvement of the equity ratio Further reduction of net debt Long-term safeguarding of liquidity Increase the diversification of funding sources Proven access to capital markets (equity and bond market) Equity ( mn)* 25 Equity Equity ratio 8% Net financial debt/ adjusted EBITDA (x) 2.x % 6% 16.x 17.3x % % 19.5% 13.4% % 5.1% % 4% 3% 2% 1% % 12.x 8.x 4.x.x 5.6x 5.7x 3.2x 2.2x 2.x * Adjusted for effects of IAS 19R in 211 and 212

19 Share price and shareholder structure Development of SAF-HOLLAND share price vs. indices (in %) Shareholder Structure 1) (in %) Basic Data Share as of December 31, 212 ISIN LU Number of shares 45,361,112 Closing price 5.24 Adjusted EPS.68 Share price increase of 47.2% in 212 SAF-HOLLAND share price grew at a rate greater than that of the benchmark indices Share price development reflected uncertainties in the financial policy situation 19 1) Status after capital increase on November 3, 212

20 Targets and outlook: Increase in sales and earnings expected for 213 Targets 213 Sales between 875mn and 9mn Adj. EBIT above 6mn and stable or even increasing adj. EBIT margin No anticipation of any major negative one-time impacts on earnings and therefore significant improvement of actual result for 213 Mid-term targets Sales: 1bn Earnings: 1% adj. EBIT margin Net Working Capital: <1% of sales Capex: < 2% of sales Growth potential Trailer Systems + 1mn sales potential Aftermarket + 1mn sales potential BRIC Countries + 1mn sales potential Own axle production in N.A. Full product range of suspension systems in N.A. Strong participation in growing US disc brake market Increase of N.A. market share of up to 3% in medium term Increase of installed product base driving the Aftermarket business ( automatically) Enlarged product portfolio (A2 brand and 3rd party products) Regional expansion of distribution & sales channels Taylor-made products for China and Brazil Localized operations Increase of market share in strong growing market environments (e.g. China 5%) 1% adj. EBIT Margin Overproportional increase of A.M. share, economies of scale and underproportional increase of overheads. 2

21 21 Thank you for your attention

22 Reconciliation statement for adjusted EBIT in mn 212* 211* Q4/212* Q4/211* Result of the period Income tax Finance Result Depreciation and amortization from PPA Impairment of goodwill and intangible assets Reversal of impairment of intangible assets Restructuring and integration costs Adjusted EBIT in % of sales 6.8% 7.% 7.5% 6.4% 22 * Adjusted for effects of IAS 19R

23 Disclaimer By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations: The information in this document has been prepared by SAF-HOLLAND S.A. ("SAF-HOLLAND") for use at a road show presentation by SAF-HOLLAND and does not constitute a recommendation regarding securities of SAF-HOLLAND. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information, or opinions contained herein. Neither SAF-HOLLAND nor any of SAF-HOLLAND's advisors or representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this document. The information set out herein may be subject to updating, completion, revision, verification and amendment and such information may change materially. This presentation is based on the economic, regulatory, market and other conditions as in effect on the date hereof. It should be understood that subsequent developments may affect the information contained in this document, which neither SAF-HOLLAND nor its advisors are under an obligation to update, revise or affirm. The distribution of this presentation in certain jurisdictions may be restricted by law. Persons into whose possession this presentation comes are required to inform them-selves about and to observe any such restrictions. In particular, this presentation may not be distributed into the United States, Australia, Japan or Canada. This presentation contains statements concerning the expected future business of SAF-HOLLAND, expected growth prospects and other opportunities for an increase in value of the company as well as other financial data and certain third-party market data. These forward-looking statements are based on management's current expectations, estimates and projections and on third-party market data, respectively. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Neither SAF-HOLLAND nor its advisors has any obligation to periodically update or release any revisions to the forward-looking statements contained in this presentation to reflect events or circumstances after the date of this presentation. This presentation constitutes neither an offer to sell nor a solicitation to buy any securities in the United States, Germany or any other jurisdiction. Neither this presentation nor anything contained herein shall form the basis of, or be relied on in connection with, any offer or commitment whatsoever. In particular, this presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities of SAF-HOLLAND in the United States. Securities of SAF-HOLLAND may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. SAF-HOLLAND does not intend to conduct a public offering or any placement of securities in the United States. 23

24 Investor Relations: SAF-HOLLAND GmbH Claudia Hoellen Hauptstraße Bessenbach Phone Telefax Mobile

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