On May 29, 2020 (the Closing Date), ZF Friedrichshafen AG (ZF), a stock corporation organized and existing under the laws of the Federal Republic of Germany, completed the acquisition of WABCO Holdings Inc. (WABCO or the Company) pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of March 28, 2019 (the Merger Agreement), by and among WABCO, ZF and Verona Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of ZF (Merger Sub). Pursuant to the Merger Agreement, Merger Sub merged with and into WABCO, with WABCO surviving the merger as the surviving corporation (the Surviving Corporation) and becoming a wholly owned subsidiary of ZF (the Merger). On May 25, 2020, Jacques Esculier announced that, effective as of the Effective Time, he would be retiring as Chairman of the board of directors of WABCO. In addition to Mr. Esculiers announcement and in accordance with the terms of the Merger Agreement, effective as of the Effective Time, each of G. Peter DAloia, Juergen W. Gromer, Thomas. S. Gross, Henry R. Keizer, Jean-Paul L. Montupet, D. Nick Reilly and Michael T. Smith resigned from the board of directors of WABCO. Also, in accordance with the terms of the Merger Agreement, from and after the Effective Time, the directors of Merger Sub at the Effective Time (consisting of Wilhelm Rehm, Fredrik Niklas Städtler and Nicolas Jerome) will become the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation. Effective as of the Effective Time, each of WABCOs officers, including Mr. Esculier and the other named executive officers, resigned from their respective roles as officers of WABCO.