WABTEC PRESS RELEASE: FILING OF A DRAFT TENDER OFFER TARGETING THE SHARES OF FAIVELEY TRANSPORT

TERMS OF THE OFFER:

For the 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

OFFER PERIOD

25 trading days

The offer timeline shall be determined by the French Financial Markets Authority ( Autorité des marchés financiers) (the " AMF "), in

accordance with the AMF's General Regulations (the " AMF General Regulations ")

This press release relative to the tender offer on a principal basis and the public exchange offer on a subsidiary basis, the draft of

which was filed with the AMF on December 2, 2016, has been prepared by Wabtec France and published in accordance with

Article 231-16 of the AMF General Regulations.

This Offer and the draft information memorandum remain subject to the AMF's review.

IMPORTANT NOTICE

In the event that, upon the closing of the principal tender offer and the subsidiary exchange offer (together, the "Offer"), or,

as the case may be, of the Subsequent Offer (as defined hereinafter), 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 of implementing, at the latest within three months of the closing of the Offer, pursuant to Articles L. 433-4 III of the

French Monetary and Financial Code and 237-14et seq.of the AMF General Regulations, a mandatory squeeze-out

procedure at the price of the principal 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).

Copies of the draft information memorandum are available on the websites of the AMF (www.amf-france.org) and of Wabtec

France (www.wabtec.com) and may be obtained free of charge from:

Société Générale, CORI/COR/FRA, 75886 Paris Cedex 18;

UBS Limited, 69 Boulevard Haussmann, 75008 Paris.

Pursuant to Article 231-28 of the AMF General Regulations, information relating in particular to the legal, financial and

accounting characteristics of Wabtec France will be filed with the AMF and made available to the public no later than on the

day preceding the opening of the Offer.

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

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I.PRESENTATION OF THE OFFER

Pursuant to Title III of Book II and in particular Articles 232-1 and 234-2et seq.of the AMF General

Regulations, Wabtec France (the "Offeror" or "Wabtec France"), an indirectly owned subsidiary of

Westinghouse Air Brake Technologies Corporation, doing business as Wabtec Corporation, a company

incorporated under the laws of the state of Delaware, whose stock is traded on the New York Stock

Exchange (NYSE: WAB) ("Wabtec Corporation" and, together with Wabtec France, "Wabtec"), has

filed on December 2, 2016 a draft offer with the AMF under the form of a cash tender offer on a

principal basis complemented by a public exchange offer on a subsidiary basis (the "Offer"), pursuant

to which it irrevocably offers to all of the shareholders of Faiveley Transport ("Faiveley Transport"

or the "Company"), whose shares are traded on the Compartment A of the regulated market of

Euronext Paris ("Euronext Paris") under the ISIN code FR0000053142 (ticker symbol: LEY), to

purchase all their shares under the conditions set out below.

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, the

Offeror offers to the Company's 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, the Offeror offers to the Company's shareholders to acquire the Faiveley

Transport shares, within the limit of 73.22% of the Shares as defined hereinafter,i.e., an offer

limited to 5,375,231 Faiveley Transport shares (the "Limit"), in exchange for shares of

common stock, par value $0.01 per share, of Wabtec Corporation (the "Wabtec Stock") to be

issued at a ratio of 15 shares of Wabtec Stock for every 13 Faiveley Transport shares accepted

for tender, after a potential application of the reduction mechanism described in Section 2.3.3

hereafter "Reduction Mechanism" of the draft information memorandum.

The total number of shares of Wabtec Stock which may be issued pursuant to the Subsidiary

Exchange Offer therefore amounts to a maximum of 6,202,190.

Subject to the foregoing, 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.

The Offer targets all:

-the existing shares that are not directly or indirectly held by the Offeror as of the date of the

Offer's filing, including all 82,537 treasury shares held by the Company,i.e., to the Offeror's

knowledge at the date of this draft information memorandum, 7,281,459 Faiveley Transport

shares, it being specified that Faiveley Transport's supervisory board has decided on

November 30, 2016, in accordance with the commitment made by the Company in the Tender

Offer Agreement (as this term is defined in Section 1.2.1 of the draft information

memorandum), not to tender its 82,537 treasury shares, and

-the Faiveley Transport shares which may be issued prior to the closing of the Offer (or, should

the Offer be successful, within the ten (10) trading days following the publication of the final

results of the Offer (the "Subsequent Offer")) pursuant to the exercise of stock options giving

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right to outstanding Faiveley Transport shares,i.e., to the Offeror's knowledge at the date of

the draft information memorandum, a maximum of 60,100 Faiveley Transport shares,

in other words, to the Offeror's knowledge, a maximum of 7,341,559 Faiveley Transport shares (the

"Shares").

The Offer follows the off market acquisition by the Offeror, on November 30, 2016, of 7,475,537

Company shares from various shareholders representing 50.66% of the share capital and 49.39% of

the voting rights on the basis of a total number of 14,756,996 shares and 15,136,278 theoretical voting

rights pursuant to article 223-11 of the AMF General Regulations (the "Block Acquisition"). The

Faiveley Transport shares transferred to the Offeror were acquired respectively as follows: (i)

2,002,212 Faiveley Transport shares (i.e., 26.78% of the targeted Shares) for a total amount of

200,221,200 euros paid in cash, and (ii) 5,473,325 Faiveley Transport shares in exchange for

6,307,489 shares of Wabtec Stock (i.e., 73.22% of the targeted Shares).

The Offer will not be subject to the success threshold provided for in Article 231-9, I of the AMF

General Regulations as the Offeror already holds more than 50% of the Company's share capital.

The Offer is part of the requirement for the Offeror, pursuant to Article 234-2 of the AMF General

Regulations, to file, following the Block Acquisition, a tender offer.

The Offer will be carried out under the normal procedure governed by Articles 232-1et seq.of the

AMF General Regulations. It is presented by Société Générale and UBS Limited, it being specified

that only Société Générale guarantees, pursuant to the provisions of Article 231-13 of the AMF

General Regulations, the terms and the irrevocable character of the undertakings made by the Offeror.

Rationale for the transaction

The Offer is part of the requirement for the Offeror, pursuant to Article 234-2 of the AMF General

Regulations, to file, following the Block Acquisition, a tender offer targeting the entire share capital

and all equity-linked or voting securities of Faiveley Transport.

The Offer is part of a friendly approach, and aims to create one of the global leaders in rail equipment.

Since 2012, the railway equipment industry has experienced major transactions aiming at industrial

consolidation. In this context, the combination of Wabtec and Faiveley Transport will create one of the

world's largest public rail equipment companies, with revenues of about €4 billion and a presence in

all key freight rail and passenger transit industry worldwide (Wabtec expects that the new group will

generate about 45% of its sales on the freight segment and about 55% on the passenger transit

segment).

The investment would enable both companies to expand their complementary geographic presence

(Wabtec expects that the new group will generate about 50% of its sales in North America, 30% in

Europe and 20% in the Asia Pacific region), creating synergies, broadening their product and service

capabilities, and enhancing their technology and innovation initiatives.

Both Wabtec and Faiveley Transport consider that the combined entity will have a sound capital and

financial structure.

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Intentions of the Offeror for the coming twelve months

·Industrial and commercial strategic rationale and future activity

Wabtec intends to maintain and expand Faiveley Transport's strong presence in Europe, and

particularly in France. Faiveley Transport's transit products and business would become a basis for

Wabtec's offerings in this sector.

In particular, Wabtec intends to protect Faiveley Transport's heritage and presence in France, and,

among other things, to reinforce the physical presence of Faiveley Transport in Europe. After the

contemplated transaction, Faiveley Transport's headquarters will be maintained in France and will

include the decision center of Wabtec's global Transit activity, which will represent more than 50% of

the combined revenues of the new group. In addition, Wabtec has undertaken to maintain the centers

of excellence (engineering and R&D) of Faiveley Transport in Europe. Building on Faiveley

Transport's strengths, the transit activity would continue to be operated globally under the name

Faiveley Transport in all of the countries in which Faiveley Transport and Wabtec are present today.

As a result, Faiveley Transport will double the size of its operations with the organizational integration

of Wabtec's transit activity (without this necessarily resulting in an asset contribution to Faiveley

Transport), thus enlarging the industrial footprint of the group.

The management of Faiveley Transport will also benefit from an important role in the new group:

-Mr. Stéphane Rambaud-Measson, Chairman of the management board and Chief Executive

Officer of Faiveley Transport was appointed on November 30, 2016 Executive Vice President

of Wabtec Corporation and President and Chief Executive Officer of the new Wabtec Faiveley

Transport group;

-Mr. Guillaume Bouhours, Chief Financial Officer of Faiveley Transport, was appointed on

November 30, 2016 Chief Financial Officer of the new Wabtec Faiveley Transport group and

Vice President of Wabtec Corporation.

The Faiveley family will maintain its long-term strategic involvement in the railway industry and will

hold approximately 7% of the share capital of Wabtec Corporation, based on Wabtec Corporation's

share capital on the date of the draft information memorandum.

In accordance with the commitments taken in the Wabtec Shareholders Agreement described in

Section 1.3.9 "Agreements that could have a significant impact on the assessment of the Offer or its

outcome" of the draft information memorandum, the Faiveley family will be represented on Wabtec

Corporation's Board of Directors by two (2) representatives: Mr. Philippe Alfroid, current Chairman

of the Faiveley Transport's supervisory board, and Mr. Erwan Faiveley, Chairman and CEO of Family

Faiveley Participations, the holding company of the Faiveley Family, appointed on

November 30, 2016 for an initial period expiring respectively at the Wabtec Corporation annual

stockholder meetings called to be held in 2017 and 2018. Furthermore, Mr. Stéphane Rambaud-

Measson was also appointed on November 30, 2016 as an observer to the Wabtec Corporation Board

of Directors.

·Intentions regarding employment and management

Wabtec believes that a key element of the success of Faiveley Transport is preserving and developing

the talent and intellectual capital of Faiveley Transport's personnel.

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In this context, Wabtec will use its reasonable efforts to maintain the existing Faiveley Transport

policy in human resources and management for a period of no less than eighteen (18) months

following the date of the Block Acquisition (i.e., from November 30, 2016), in line with Faiveley

Transport's strategic plan "Creating Value in 2018" introduced in March 2015.

·Dividend distribution policy

The distribution policy will continue to be examined by the Company's corporate bodies, in relation

particularly to the Company's results, to its financial capacity for such distribution and to the financing

needs of the group in view of its development plans.

·Synergies

Wabtec expects long-term annual synergies of at least 50 million US dollars to be achieved through

supply chain efficiencies, review of operations for efficiency and cost savings, and leveraging sales

and general administrative capabilities.

In addition, Wabtec believes the transaction will reinforce the combined entity's growth prospects

through the following developments:

-complementary in geographical presence as well as products and engineering activities;

-global scale in freight and transit rail equipment allowing for enhanced operational excellence;

and

-improvements in the ability to provide safety, productivity and efficiency enhancements to the

global rail markets.

·Mandatory squeeze-out - Removal from listing

According to the provisions of Articles L. 433-4 of the French Monetary and Financial Code and 237-

14et seq.of the AMF General Regulations, if the shares not tendered to the Offer or, as the case may

be, to the Subsequent Offer do not represent more than 5% of the Company's share capital and voting

rights (the "Squeeze-Out Threshold"), the Offeror will request to the AMF the implementation of a

mandatory squeeze-out procedure, targeting the Faiveley Transport shares, within ten (10) trading

days from the publication of the Offer's results if the Squeeze-Out Threshold has already been met, in

which case the Offer will not be reopened, or, as the case may be, within three (3) months following

the closing of the Subsequent Offer, if the Squeeze-Out Threshold has only been met after the

Subsequent Offer.

The implementation of this procedure will be realized only in cash and at the same price as the

Principal Tender Offer,i.e., 100 euros per Faiveley Transport share, net of all expenses.

Subject to the foregoing, the Offeror reserves itself the right to, in the event it would not be able to

implement a squeeze-out following the Offer (or, as the case may be, following a Subsequent Offer),

request the delisting of the Faiveley Transport shares from the regulated market of Euronext in Paris,

pursuant to the applicable Euronext market rules.

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·Intentions regarding merger and integration

Depending on the results of the Offer, the Offeror reserves the right to consider the best ways of

integrating Faiveley Transport into the Wabtec group. In this context, at some point of time in the

future, the Offeror may decide to merge certain Faiveley Transport assets or branches with Wabtec

group companies (including the Offeror) or transfer these to Wabtec group companies orvice versa.

The conditions of these possible merger or contribution operations would be subject to the

consultation of the relevant employee representatives in due course and to the extent required by law,

and would be reviewed by the AMF, as the case may be, in accordance with applicable regulations.

·Composition of the management and supervisory bodies of the Company

The supervisory board of the Company which met on November 30, 2016, appointed three (3) new

supervisory board members (Mr. Albert Neupaver, Mr. Raymond Betler and Mrs. Linda Harty). Mr.

Albert Neupaver has, in addition, been appointed Chairman of the supervisory board and

Mr. Raymond Betler its Vice-Chairman.

The supervisory board of the Company is now composed as follows:

-Albert Neupaver, Chairman (Executive Chairman of Wabtec),

-Raymond Betler, Vice-Chairman (President and Chief Executive Officer of Wabtec

Corporation),

-Christopher Spencer (independent member),

-Nicoletta Giadrossi-Morel (independent member), and

-Linda Harty (Board member of Wabtec Corporation).

These appointments, which took effect on November 30, 2016, will be subject to ratification by a

Company shareholder meeting.

The Company's management board is now composed as follows:

-Mr. Stéphane Rambaud-Measson, Chairman of the management board, and

-Mr. Guillaume Bouhours, member of the management board.

The Company's supervisory board will meet before January 30, 2017 to appoint a new member of the

management board, in replacement of Mr. Erwan Faiveley.

Agreements that could have a significant impact on the assessment of the Offer or its outcome

The agreements that could have an impact on the assessment of the Offer are the Share Purchase

Agreement, the Tender Offer Agreement as well as the commitments undertaken pursuant to the

Wabtec Shareholders Agreement, described respectively in Section 1.2.1 "Background of the

transaction" and Section 1.3.9 "Agreements that could have a significant impact on the assessment of

the Offer or its outcome" of the draft information memorandum.

The Offeror is not aware of any agreement and is not party to any agreement in connection with the

Offer or that potentially could have a significant impact on the assessment of the Offer or its outcome.

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II.PRINCIPAL CHARACTERISTICS OF THE OFFER

Terms of the Offer

Pursuant to the terms of Article 231-13 of the AMF General Regulations, Société Générale and UBS

Limited, acting on behalf of the Offeror, filed on December 2, 2016 a draft Offer with the AMF under

the form of a cash tender offer (offre publique d'achat), complemented by an alternative public

exchange offer, within the limit of 73.22% of the Shares covered by the Offer (representing an issue of

a maximum of 6,202,190 shares of Wabtec Stock based on a ratio of 15 shares of Wabtec Stock for 13

Faiveley Transport shares tendered).

Pursuant to this Offer which will be executed under the normal procedure as provided in Articles 232-

1et seq.of the AMF General Regulations, the Offeror irrevocably undertakes, during a twentyfive

(25) trading day period, to acquire from the shareholders of Faiveley Transport the shares of the

Company which will be tendered to the Offer, at a price of 100 euros per Faiveley Transport share, or

exchange the Shares they hold, according to the exchange ratio and terms defined in Section 2.3.2

"Subsidiary Exchange Offer" of the draft information memorandum filed by Wabtec France.

Pursuant to Article 232-4 of the AMF General Regulations, should the Offer be successful, it will

automatically be reopened within the ten (10) trading days following publication of the final results of

the Offer, under the same terms as those provided for in the Offer. The AMF will publish the

reopening timetable of the Offer, which will last in principle at least ten (10) trading days (the

"Subsequent Offer"). The Offeror however reserves the right, in the event it should be in position and

decide to implement a squeeze out at the end of the Offer in accordance with articles 237-14et seq.of

the AMF General Regulations, to request the AMF to implement such a squeeze-out in the ten (10)

trading days after the publication of the results of the Offer. In this case, the Offer would not be

reopened.

It is specified that the Faiveley Transport shares tendered to the Principal Tender Offer will be fully

acquired at the price of the Principal Tender Offer and that the orders to tender to the Subsidiary

Exchange Offer must address a quantum of 13 Faiveley Transport shares (the "Quantum"), or any

multiple of the Quantum, the owners of Faiveley Transport shares being personally responsible for the

purchase or the sale of fractional shares and the negotiation costs being borne by them.

The Shares tendered to the Subsidiary Exchange Offer that are not multiples of the Quantum will be

deemed to have been tendered to the Principal Tender Offer in accordance with its terms.

In the event the number of shares brought to the Subsidiary Exchange Offer should exceed the Limit,

their number will be reduced so as to remain within the Limit. The reduction will be proportionate to

the number of shares brought to the Subsidiary Exchange Offer by each shareholder.

Shares tendered to the Subsidiary Exchange Offer which are not accepted to the Subsidiary Exchange

Offer due to the tenders exceeding the Limit or a number of shares exceeding the Quantum or a

multiple of the Quantum will be deemed to have been tendered to the Principal Tender Offer.

The reduction mechanism applicable to the Offer and the Subsequent Offer is described in

Section 2.3.3 "Reduction Mechanism" of the draft information memorandum.

The tender procedure for the Offer is described in Section 2.5 "Tender procedure for the Offer" of the

draft information memorandum.

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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 the Offeror.

UBS Limited is authorized by the Prudential Regulation Authority and regulated by the Financial

Conduct Authority and the Prudential Regulation Authority in the United Kingdom. UBS Limited is

acting as financial adviser to Wabtec Corporation and no one else for the purpose of the Offer for

Faiveley Transport's shares and will not be responsible to anyone other than Wabtec Corporation for

providing the protections offered to clients of UBS Limited nor for providing advice in relation to such

offer. This statement is without prejudice to the obligations which are those of UBS Limited acting as

presenting bank of the Offer under the applicable regulations

Indicative timetable of the Offer

December 2, 2016 Filing of the contemplated Offer with the AMF and making

available to the public of the draft information memorandum

December 2, 2016 Filing of the draft information memorandum in response and

making available to the public of the draft information

memorandum in response

December [22], 2016 Statement of conformity of the Offer issued by the AMF

December [23], 2016 Offeror's information memorandum and Company's

information memorandum in response, approved by the AMF,

to be made available to the public

December [23], 2016 Other information relating to the Offeror and other

information relating to the Company, both concerning their

legal, financial and accounting characteristics, to be made

available to the public

December [27], 2016 Opening of the Offer

January [30], 2017 Closing of the Offer

February [2], 2017 Release of the results

February [9], 2017 Settlement-delivery of the Offer

February [13], 2017 Reopening of the Offer for 10 trading days or, as the case may

be, implementation of a mandatory squeeze-out (if conditions

are met)

February [24], 2017 Closing of the Subsequent Offer

March [1], 2017 Publication of the results of the Subsequent Offer by the AMF

March [8], 2017 Settlement-delivery of the Subsequent Offer

March [9], 2017 Indicative date of implementation of a mandatory squeeze-out

(if requirements are met)

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Report from the independent expert

Faiveley Transport's supervisory board has designated the firm Associés en Finance, Jacquillat &

Détroyat Associés as independent expert, responsible for preparing a fairness opinion relative to the

terms of the Offer. This report will be reproduced in full in the Company's draft information

memorandum in response.

III.ELEMENTS TO ASSESS THE PRICE AND THE EXCHANGE RATIO OF THE OFFER

Summary of the elements provided to appraise the Offer price for Shares

The Principal Tender Offer represents the following premium and discount for Faiveley Transport

shareholders:

Criterias

Historical adjusted share prices

Prices as of 24 July 2015

Spot price 69.61

Volume-weighted average price over 1 month 67.18

Volume-weighted average price over 3 months 62.08

Volume-weighted average price over 6 months 60.30

Low (over the last 12 months) - Date: 10-20-14 40.67

High (over the last 12 months) - Date: 07-24-15 69.61

Trading multiples as of 24 November 2016

EV / EBITDA 2017E 84.07

EV / EBITDA 2018E 89.33

EV / EBIT 2017E 86.36

EV / EBIT 2018E 91.26

Transaction multiples

LTM EV/EBITDA (-5%) 74.38

LTM EV/EBITDA (+5%) 83.43

LTM EV/EBIT (-5%) 73.48

LTM EV/EBIT (+5%) 82.43

Discounted free cash flows

Minimum 80.51

Central case 84.31

Maximum 88.44 13.1%

Price by Faiveley

Transport share

(EUR)

Resulting

Premium /

(Discount)

43.7%

48.9%

61.1%

65.8%

145.9%

43.7%

24.2%

18.6%

34.4%

21.3%

18.9%

11.9%

15.8%

9.6%

19.9%

36.1%

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Summary of the elements provided to appraise the Subsidiary Exchange Offer for Faiveley

Transport

The Subsidiary Exchange Offer represents the following premium and discounts for Faiveley Transport

shareholders:

Copies of the draft information memorandum are available on the websites of the AMF (www.amf-france.org)

and of Wabtec France (www.wabtec.com) and may be obtained free of charge from:

Société Générale, CORI/COR/FRA, 75886 Paris Cedex 18;

UBS Limited, 69 Boulevard Haussmann, 75008 Paris.

The Offer is made exclusively in France. This press release does not constitute an offer to the public. This press

release is not intended to be distributed in countries other than France. The distribution of this press release, the

Offer and the acceptance thereof may be subject to specific regulations in certain countries. Consequently, the

persons having received this press release are required to seek information on, and to comply with, any

applicable local restrictions. The documentation relative to the Offer is subject to review by the AMF.

Shareholders and other investors are advised to review all documents relating to the Offer before taking a

decision on the Offer.