Faiveley Transport : WABTEC FRANCE PRESS RELEASE CASH AND EXCHANGE TENDER OFFER TARGETING THE SHARES OF FAIVELEY TRANSPORT

PRESS RELEASE Wabtec France SAS

3, rue du 19 mars 1962, 92230 Gennevilliers, France

CASH AND EXCHANGE TENDER OFFER TARGETING THE SHARES OF FAIVELEY TRANSPORT SA

For the cash tender offer on a principal basis:	100 euros per Faiveley Transport share
For the public exchange offer on a subsidiary basis:	15 shares of common stock of Wabtec Corporation for 13 Faiveley Transport shares, subject to a limit of 5,375,231 Faiveley Transport shares

This press release is prepared and issued by Wabtec France SAS ("Wabtec France") pursuant to Articles 231-27 1° and 2° and Article 231-28 of the General Regulations of the French Financial Markets Authority (Autorité des marchés financiers) (the "AMF").

IMPORTANT NOTICE

In the event that, upon the closing of the principal cash tender offer and the subsidiary exchange offer (together, the "Offer"), or, as the case may be, of the subsequent Offer, the number of shares not tendered by the minority shareholders represents less than 5% of the share capital or voting rights of Faiveley Transport, Wabtec France has the intention to implement, within a ten

(10) trading day period from the publication of the results of the Offer, or, as the case may be, at the latest within three months of the closing of the subsequent Offer, pursuant to Articles L. 433- 4 III of the French Monetary and Financial Code and 237-14 et seq. of the AMF General Regulations, a mandatory squeeze-out procedure at the price of the principal cash tender offer in order to benefit from the transfer of the Faiveley Transport shares which have not been tendered to the Offer (or, as the case may be, the subsequent Offer).

Gennevilliers, France, December 23, 2016 - Wabtec France announces that it has obtained the approval (visa) of the AMF on the cash and exchange tender offer launched by Wabtec France on the shares of Faiveley Transport (the "Offer"). The Offer may, where applicable, potentially be followed by a mandatory squeeze-out.

The information memorandum prepared by Wabtec France received visa n° 16-596 of the AMF, dated December 22, 2016, further to the clearance decision issued on the same date.

The Offer is made in the form of a cash tender offer (offre publique d'achat) on a principal basis, complemented by an exchange offer (offre publique d'échange) on a subsidiary basis:

• in respect of the cash tender offer (the "Principal Tender Offer"): on a principal basis, Wabtec France offers to the Faiveley Transport shareholders to acquire the shares of Faiveley Transport at 100 euros per Faiveley Transport share;

• in respect of the subsidiary exchange offer (the "Subsidiary Exchange Offer"): on a subsidiary basis, Wabtec France offers to the Faiveley Transport shareholders to acquire the Faiveley Transport shares, within the limit of 73.22% of the targeted shares, i.e., an offer limited to 5,375,231 Faiveley Transport shares, in exchange for shares of common stock, par value $0.01 per share, of Wabtec Corporation to be issued at a ratio of 15 shares of common stock of Wabtec Corporation for every 13 Faiveley Transport shares accepted for tender, after a potential application of the reduction mechanism described in section 2.3.3 of the information memorandum.

The total number of shares of common stock of Wabtec Corporation which may be issued pursuant to the Subsidiary Exchange Offer therefore amounts to a maximum of 6,202,190.

The Offer will be open for a period of 25 trading days.

The Faiveley Transport shareholders may tender their Faiveley Transport shares either to the Principal Tender Offer, to the Subsidiary Exchange Offer or simultaneously to both the Principal Tender Offer and the Subsidiary Exchange Offer, it being specified that the orders to tender regarding the Subsidiary Exchange Offer must represent a quantum of 13 Faiveley Transport shares or any multiple of that quantum.

The tender procedure to the Offer is detailed in section 2.5 "Tender procedure for the Offer" of the information memorandum.

In accordance with Articles 231-13 of the AMF General Regulations, Société Générale and UBS Limited act as presenting banks, it being specified that only Société Générale will guarantee the terms and the irrevocable character of the undertakings made by Wabtec France.

The other information document, providing a description of the characteristics, notably including legal, financial and accounting aspects of Wabtec France, was filed with the AMF on December 22, 2016, and made available to the public pursuant to Article 231-28 of the AMF General Regulations.

The information memorandum approved by the AMF as well as the other information document are available on the Internet website of Wabtec France (www.wabtec.com) and of the AMF (www.amf-france.org), and may be obtained free of charge from:

Société Générale, CORI/COR/FRA, 75886 Paris Cedex 18 ; UBS Limited, 69 Boulevard Haussmann, 75008 Paris.

This press release has been published by Faiveley Transport in the name and on behalf of Wabtec France.