vtg aktiengesellschaft · warwick holding gmbh to the shareholders of vtg aktiengesellschaft shares...

– Non-binding English translation –

Mandatory Publication pursuant to Section 27 para. 3 in conjunction with section 14 para. 3 sent. 1 of the German Securities Acquisition and

Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG)

VTG Aktiengesellschaft

Joint Reasoned Opinion of the Executive Board and the Supervisory Board

of VTG Aktiengesellschaft

Nagelsweg 34, 20097 Hamburg, Germany

pursuant to section 27 para. 1 WpÜG

on the voluntary public takeover offer

of Warwick Holding GmbH

to

the shareholders of VTG Aktiengesellschaft

Shares of VTG Aktiengesellschaft: ISIN DE000VTG9999 Tendered Shares of VTG Aktiengesellschaft: ISIN DE000VTG01V2

TABLE OF CONTENTS

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TABLE OF CONTENTS

TABLE OF CONTENTS ...................................................................................................................... 2

DEFINITIONS ....................................................................................................................................... 5

I. INTRODUCTION ..................................................................................................................... 7

II. GENERAL INFORMATION ABOUT THIS OPINION ...................................................... 7

1. Legal basis .................................................................................................................................. 8

2. Factual basis .............................................................................................................................. 8

3. Statement of the employees of VTG ...................................................................................... 10

4. Publication of this Opinion and possible amendments to the Offer ................................... 10

5. Independent review by VTG Shareholders .......................................................................... 10

6. Information for VTG Shareholders having their place of residence, registered office or habitual abode in the USA ................................................................................................. 12

III. GENERAL INFORMATION ABOUT VTG AND THE BIDDER .................................... 12

1. VTG .......................................................................................................................................... 12 1.1 VTG's legal basis ......................................................................................................... 12 1.2 Members of the Executive Board and of the Supervisory Board of VTG ................... 13 1.3 Capital and shareholder structure of VTG ................................................................... 13 1.4 Structure and business of the VTG Group ................................................................... 15 1.5 Selected financial ratios of the VTG Group ................................................................. 18 1.6 Goals and strategy of VTG .......................................................................................... 18

2. Bidder ....................................................................................................................................... 21 2.1 Bidder's legal basis ....................................................................................................... 21 2.2 Members of the Bidder's management ......................................................................... 22 2.3 Bidder's capital and shareholder structure .................................................................... 22 2.4 Business of the Morgan Stanley Group ........................................................................ 23

3. Shares held by the Bidder and Irrevocable Undertaking by Kühne Holding AG; securities transactions ............................................................................................................. 24

IV. INFORMATION ABOUT THE OFFER .............................................................................. 25

1. Execution of the Offer ............................................................................................................. 25

2. Publication of the decision to launch the Offer .................................................................... 26

3. Review by BaFin and publication of the Offer Document .................................................. 26

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4. Acceptance of the Offer outside the Federal Republic of Germany ................................... 26

5. Main details of the Offer ........................................................................................................ 27 5.1 Consideration ............................................................................................................... 27 5.2 Acceptance Period and Additional Acceptance Period ................................................ 27 5.3 Closing Conditions ....................................................................................................... 28 5.4 Independent Expert ...................................................................................................... 30 5.5 Waiver of Closing Conditions ...................................................................................... 31 5.6 Non-fulfillment of Closing Conditions ........................................................................ 31 5.7 Stock-exchange trading in Tendered VTG Shares ....................................................... 32 5.8 Settlement ..................................................................................................................... 32 5.9 Applicable law ............................................................................................................. 32 5.10 Publications .................................................................................................................. 32

6. Financing of the Offer ............................................................................................................. 33

7. Priority of the Offer Document .............................................................................................. 34

V. TYPE AND AMOUNT OF THE CONSIDERATION OFFERED .................................... 34

1. Type and amount of the consideration .................................................................................. 34

2. Statutory requirements for the minimum value of the consideration ................................ 34

3. Assessment of the fairness of the consideration offered ...................................................... 36 3.1 Inadequate reflection of the fundamental value ........................................................... 36 3.2 No customary control premium ................................................................................... 39 3.3 Comparison of the Offer with historical M&A transactions ........................................ 41 3.4 Fairness Opinion .......................................................................................................... 42 3.5 Overall assessment of the fairness of the consideration ............................................... 46

VI. OBJECTIVES AND INTENTIONS OF THE BIDDER AND FORESEEABLE CONSEQUENCES OF A SUCCESSFUL OFFER .............................................................. 47

1. Objectives and intentions of the Bidder as set out in the Offer Document ........................ 47 1.1 Economic and strategic background of the Bidder's Offer .......................................... 48 1.2 Intentions of the Bidder and the Other Controlling Persons ........................................ 48

2. Evaluation of the objectives and intentions of the Bidder and the Other Controlling Persons ..................................................................................................................................... 52

3. Expected financial impact of a successful Offer ................................................................... 56 3.1 Financing ...................................................................................................................... 56 3.2 Tax consequences ......................................................................................................... 61 3.3 Dividend policy ............................................................................................................ 62 3.4 Effects on existing business relationships .................................................................... 63 3.5 Other consequences ...................................................................................................... 63

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4. Foreseeable consequences for the employees and their representative bodies, the employment conditions and the sites of VTG ....................................................................... 63

VII. POSSIBLE CONSEQUENCES FOR VTG SHAREHOLDERS ........................................ 64

1. Possible consequences upon acceptance of the Offer ........................................................... 64

2. Possible consequences upon non-acceptance of the Offer ................................................... 66

VIII. OFFICIAL APPROVALS AND PROCEEDINGS; ADDITIONAL CLOSING CONDITIONS ......................................................................................................................... 68

1. Regulatory approvals and proceedings ................................................................................. 68

2. OFAC Sanctioned Party Compliance.................................................................................... 68

3. Consummation of the Nacco Acquisition .............................................................................. 70

4. No capital measures ................................................................................................................ 70

5. Additional Closing Conditions ............................................................................................... 71

IX. INTERESTS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD ....................................................................................................... 72

1. Particular interests of Executive Board and Supervisory Board members ....................... 72

2. Agreements with Executive Board or Supervisory Board members .................................. 72

3. No benefits in money's worth or other benefits related to the Offer .................................. 72

X. INTENTIONS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD TO ACCEPT THE OFFER....................................................... 73

XI. RECOMMENDATION .......................................................................................................... 73

0. DEFINITIONS

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DEFINITIONS

A

AAE RaiLease Notes .................................. 57

Acceptance Period ...................................... 27

Additional Acceptance Period .................... 28

Additional Closing Conditions ................... 30

AktG ............................................................. 8

Antitrust Conditions ................................... 28

Authorized Capital ...................................... 13

B

BaFin .......................................................... 25

Bidder ........................................................... 7

Business Day ................................................ 8

C

CA-CIB ....................................................... 59

Cash Offer .................................................... 7

CET ............................................................... 8

Closing Conditions ..................................... 28

Company ....................................................... 8

Compensation Payments ............................. 47

Competing Offer ......................................... 27

Current Account Facility Agreement.......... 58

D

Deodoro ...................................................... 22

DZ Bank ..................................................... 58

E

EUR .............................................................. 8

Euro .............................................................. 8

Executive Board ........................................... 8

F

Fairness Opinion ................................... 36, 42

Financial Adviser .......................................... 8

G

German WpÜG Offer Regulation............... 25

H

Hybrid Bond ............................................... 58

I

IDW ............................................................ 45

Independent Expert ..................................... 30

Irrevocable Undertaking ............................. 24

M

Morgan Stanley ............................................ 7

Morgan Stanley Group ................................. 7

Morgan Stanley Infrastructure II GP LP .... 23

MSI ............................................................... 7

MSIP ............................................................. 7

N

Nacco Acquisition ...................................... 16

Nacco Bond ................................................ 59

Nacco Divestment ...................................... 70

Nacco Group ............................................... 16

Nacco Loan Agreement .............................. 59

NHIP II Funds ............................................ 23

NHIP II Holdings ....................................... 22

NHIP II LP ................................................. 23

NHIP II-AIV II LP ..................................... 23

0. DEFINITIONS

6

O

OFAC ......................................................... 29

OFAC Sanctioned Party Compliance ......... 29

Offer ............................................................. 7

Offer Document ............................................ 7

Opinion ......................................................... 8

Other Controlling Persons .......................... 23

R

Rail Logistics .............................................. 15

Regulatory Conditions ................................ 29

S

Settlement Agent ........................................ 26

Supervisory Board ........................................ 8

Syndicated Loan Agreement....................... 56

T

Tank Container Logistics ............................ 15

Three-Month Average Price ....................... 34

Transaction ................................................... 7

U

UmwG ........................................................ 51

US Shareholders ......................................... 12

USA .............................................................. 7

USPP Notes ................................................ 57

V

VTG .............................................................. 8

VTG 4.0 ...................................................... 38

VTG Group ................................................... 8

VTG Shareholders ........................................ 8

VTG Shares .................................................. 8

W

Wagon Hire ................................................ 15

Warwick ....................................................... 7

WpHG ........................................................ 14

WpÜG .......................................................... 7

I. Introduction

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I. INTRODUCTION

This introduction contains selected information from this Opinion. It should therefore be read in conjunction with the more extensive information in the main body of this Opinion. Reading the introduction cannot substitute reading the entire Opinion. The Offer of the Bidder, a wholly-owned indirect subsidiary of funds that are advised by Morgan Stanley Infrastructure Inc., was unsolicited. Based on the information in this Opinion, the Executive Board and the Supervisory Board regard the consideration offered by the Bidder as inadequate from a financial point of view. The Executive Board and the Supervisory Board therefore recommend that the VTG Shareholders do not accept the Offer. The Executive Board and the Supervisory Board have also reviewed whether the Offer is in the interest of VTG, its employees and other stakeholders (other than the VTG Shareholders). In the opinion of the Executive Board and the Supervisory Board, the possible structural measures (such as, for example, a domination and/or profit transfer agreement, a squeeze out or a delisting) upon completion of the Offer as set out by the Bidder in the Offer Document (cf. section 8.5 of the Offer Document) are not in the best interest of the Company and its stakeholders. Furthermore, the Executive Board and the Supervisory Board believe that it is not in the interest of the Company and its stakeholders that the Bidder has not clearly warranted that it will continue the strategy pursued by the Company. It remains unclear to what extent the Bidder intends to support capital expenditures for growth measures and to ensure that the Executive Board and the Supervisory Board will remain sufficiently independent bodies in the long term.

II. GENERAL INFORMATION ABOUT THIS OPINION

Warwick Holding GmbH, with registered office in Frankfurt am Main, Germany, ("Warwick" or the "Bidder") is a wholly-owned indirect subsidiary of funds that are advised by Morgan Stanley Infrastructure Inc., Wilmington, Delaware, United States of America ("USA") ("MSI"), an indirect subsidiary of Morgan Stanley, Wilmington, Delaware, USA ("Morgan Stanley" and, together with its direct and indirect subsidiaries the "Morgan Stanley Group"), and is part of the global private infrastructure investment platform Morgan Stanley Infrastructure Partners ("MSIP"). On 24 August 2018, in accordance with section 34 and section 14 paras 2 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), the Bidder published an offer document within the meaning of section 11 WpÜG (including its Annexes 1 to 3, the "Offer Document"). In the Offer Document, the Bidder makes a voluntary public takeover offer in the form of a cash offer (the "Offer" or "Cash Offer", and together with the settlement thereof, the "Transaction") to the shareholders of VTG Aktiengesellschaft with its


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registered office in Hamburg, Germany ("VTG" or the "Company", and together with its affiliates within the meaning of sections 15 et seqq. of the German Stock Corporation Act (Aktiengesetz, "AktG") the "VTG Group"). The shareholders of VTG will hereafter be referred to as "VTG Shareholders". The object of the Offer is to acquire all no-par value bearer shares of VTG (ISIN DE000VTG9999, WKN VTG999), with a pro rata amount of the share capital of EUR 1.00 per share ("VTG Shares", and, individually, a "VTG Share"), not yet held directly by the Bidder, and, in each case, including the entitlement to dividends as well as all ancillary rights, for a purchase price of EUR 53.00 per VTG Share. The Offer Document was submitted to the Executive Board of VTG ("Executive Board") on 24 August 2018. The Executive Board passed on the Offer Document to the Supervisory Board of VTG ("Supervisory Board") on the same day. The Executive Board and the Supervisory Board are hereby issuing a joint reasoned opinion pursuant to section 27 WpÜG ("Opinion") regarding the Bidder's Offer. The Executive Board and the Supervisory Board each resolved on this Opinion on 4 September 2018. Rothschild GmbH has assisted the Executive Board and the Supervisory Board as a financial adviser ("Financial Adviser") in connection with the Transaction. In the context of the Opinion, the Executive Board and the Supervisory Board point out the following in advance:

1. Legal basis

Under section 27 para. 1 sent. 1 WpÜG, the executive board and the supervisory board of a target company are required to issue a reasoned opinion on a takeover offer and all amendments thereto. The opinion may be provided jointly by the target company's executive board and supervisory board. The Executive Board and the Supervisory Board have decided to issue a joint opinion regarding the Bidder's Offer. This Opinion is being issued solely under German law.

2. Factual basis

Time data in this Opinion is given in Central European Time or, where applicable, Central European Summer Time ("CET") unless explicitly stated otherwise. The currency designations "EUR" or "Euro" refer to the currency of the European Union. Unless stated otherwise, terms such as "at this point in time", "at the date hereof", "at the moment", "now", "at present" or "today" refer to the date of publication of this document, i.e., 5 September 2018. Any references to a bank working day ("Business Day") refer to any day on which banks in Frankfurt am Main, Germany, are open for general business.


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All information, forecasts, assessments, valuations, forward-looking statements and declarations of intent in this Opinion are based on the information available to the Executive Board and the Supervisory Board on the date of publication of this Opinion and reflect their assessments or intentions at that point in time. Forward-looking statements express intentions, opinions or expectations and entail known or unknown risks and uncertainties because such statements refer to events and depend on circumstances that will occur or prevail in the future. Forward-looking statements are indicated by words such as "should", "will", "expect", "intend", "estimate", "plan" or the like. While the Executive Board and the Supervisory Board assume that the expectations contained in such forward-looking statements are based on justified and verifiable assumptions and, to the best of their knowledge and belief, are correct and complete at the date hereof, the underlying assumptions may, however, change after the date of publication of this Opinion as a result of actual political, economic or legal events. The Executive Board and the Supervisory Board do not intend to update this Opinion and do not assume any obligations to update this Opinion, unless they are required to do so under German law. Unless explicitly stated otherwise, the information contained in this Opinion about the Bidder, the persons acting in concert with the Bidder and the Offer is based on the information contained in the Offer Document and other publicly available information. The Executive Board and the Supervisory Board did not inspect any non-public documents pertaining to the Morgan Stanley Group prior to the publication of this Opinion, making it impossible for the Executive Board and the Supervisory Board to take into account material circumstances regarding the Morgan Stanley Group that might be specified in such documents. The Executive Board and the Supervisory Board point out that VTG Shareholders who intend to accept the Offer should check whether this acceptance will be compliant with their potential individual personal legal obligations (e.g. security interests in the shares or any restriction of sales). The Executive Board and the Supervisory Board cannot assess such individual obligations and/or consider them in their recommendation. The Executive Board and the Supervisory Board advise all persons who receive the Offer Document outside of the Federal Republic of Germany, or who wish to accept the Offer but are subject to the securities laws of a legal system other than that of the Federal Republic of Germany, to inform themselves of the applicable legal regulations and to comply with them. The Executive Board and the Supervisory Board recommend that the shareholders obtain individual tax and legal advice insofar as necessary. The Executive Board and the Supervisory Board are also unable to verify the Bidder's intentions as stated in the Offer Document, nor can they influence the implementation of these intentions. Except where another source is given, any statements regarding the Bidder's intentions are based exclusively on the Bidder's statements in the Offer Document. The Executive Board and the


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Supervisory Board do not possess any information that would cause them to question the accuracy of the Bidder's statements regarding its intentions or their implementation. The Executive Board and the Supervisory Board wish to point out, however, as the Bidder has done in section 2.3 of the Offer Document, that the Bidder's intentions may change at a later point in time. There is no legal obligation to implement the intentions set forth in the Offer Document. It cannot be ruled out, therefore, that the Bidder may change its stated intentions and that the intentions published in the Offer Document may not be implemented.

3. Statement of the employees of VTG

The responsible works council, in accordance with section 27 para. 2 WpÜG, may make a statement about the Offer to the Executive Board, which the Executive Board must then attach to its Opinion in accordance with section 27 para. 2 WpÜG, irrespective of its obligation under section 27 para. 3 sent. 1 WpÜG. The works council of VTG has not exercised this right.

4. Publication of this Opinion and possible amendments to the Offer

This Opinion and any supplements and/or additional opinions regarding any amendments to the Offer will be published in accordance with section 27 para. 3 and section 14 para. 3 sent. 1 WpÜG on the Internet on the Company's website at http://www.vtg.de under Investor Relations in German and as a non-binding English translation (also under Investor Relations). Copies of the opinions may be obtained from VTG Aktiengesellschaft, Investor Relations, Nagelsweg 34, 20097 Hamburg, Germany, telephone: +49 (0)40-2354-0, fax: +49 (0)40-2354-1199 free of charge. Both the fact of publication and the availability of copies for distribution free of charge will be announced in the German Federal Gazette (Bundesanzeiger). This Opinion and any supplements and/or additional opinions regarding any amendment to the Offer as well as the Fairness Opinion issued by Rothschild GmbH on 4 September 2018, which is attached to this Opinion as Annex 1, will be published in German and as a non-binding English translation. No liability is assumed for the correctness or completeness of the English translations. Only the German versions are authoritative.

5. Independent review by VTG Shareholders

The Executive Board and the Supervisory Board point out that the description of the Bidder's Offer contained in this Opinion does not purport to be complete and that solely the terms of the Offer Document apply to both the content and settlement of the Offer. The valuations by and recommendations of the Executive Board and the Supervisory Board contained in this Opinion are by no means binding on the VTG Shareholders. Any references to, or quotes, summaries or repetitions of the Offer or the Offer Document in this Opinion serve only as reference points, and

http://www.vtg.de


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the Executive Board and the Supervisory Board do not adopt the Offer or the Offer Document, nor do they assume any liability for the accuracy or completeness of the Offer or the Offer Document. Each VTG Shareholder is responsible for taking note of the Offer Document, forming its own opinion of the Offer and, if required, taking action as necessary in each case. Regardless of whether or not they accept the Offer, VTG Shareholders are responsible themselves for complying with the requirements and conditions set forth in the Offer Document. The Bidder has noted in section 1.6 of the Offer Document that the Offer may be accepted by all domestic and foreign VTG Shareholders (including those who have their place of residence, registered office or habitual abode in the Federal Republic of Germany, the European Union, the European Economic Area or in the USA (see section II.6 of this Opinion in this context)) in accordance with the Offer Document and the relevant applicable legal provisions. The Bidder has further noted that the Offer and the acceptance of the Offer outside the Federal Republic of Germany may be subject to additional legal restrictions, which the Company has not reviewed. VTG Shareholders who receive the Offer Document outside the Federal Republic of Germany and/or who wish to accept the Offer and are subject to provisions under capital market laws other than those of the Federal Republic of Germany should inform themselves of and comply with the relevant applicable legal provisions and the resulting restrictions and requirements. According to the information in the Offer Document, the Bidder and the persons acting in concert with the Bidder within the meaning of section 2 para. 5 sent. 1 and sent. 3 WpÜG do not assume any responsibility for whether the acceptance of the Offer outside the Federal Republic of Germany, the European Union, the European Economic Area or the USA is permitted under the legal provisions applicable in each case. The Offer Document expressly excludes any and all liability of the Bidder, of persons acting in concert with the Bidder within the meaning of section 2 para. 5 sent. 1 and sent. 3 WpÜG, and their respective subsidiaries, for non-compliance with provisions under foreign laws by third parties, unless otherwise required by mandatory legal provisions. Generally, every VTG Shareholder is responsible for reaching his/her own decision on whether and, where applicable, to what extent he/she wishes to accept the Offer, taking into account his/her overall situation, individual situation (including his/her individual tax situation) and personal assessment of the future development of the value and share price of the VTG Shares. In reaching this decision, the VTG Shareholders should take into account all sources of information available to them and take sufficient account of their personal interests. The Executive Board and the Supervisory Board do not assume any responsibility for the VTG Shareholders' decision.

III. GENERAL INFORMATION ABOUT VTG AND THE BIDDER

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6. Information for VTG Shareholders having their place of residence, registered office or habitual abode in the USA

The Bidder has noted in section 1.6 of the Offer Document that the Offer will also apply to VTG Shareholders whose place of residence, registered office or habitual abode is in the USA ("US Shareholders"). Section 1.7 of the Offer Document contains particular information for US Shareholders.


1. VTG

1.1 VTG's legal basis

VTG is a listed German stock corporation (Aktiengesellschaft) with its registered office in Hamburg, registered with the commercial register of the Local Court (Amtsgericht) of Hamburg under no. HRB 98591. The Company's business address is at Nagelsweg 34, 20097 Hamburg, Germany. The Company is the parent company of the VTG Group. The corporate purpose of the Company is the management of a corporate group that is active in the area of leasing out transportation vehicles, in particular rail freight wagons and tank containers, the performance of rail logistics, tank container services and freight forwarding business and the development and manufacture of wagons, containers and valves as well as all businesses in connection with activities in these areas. The management of the group also includes the provision of services to companies of the group. The Company may also become active in the areas mentioned above. The Company may conduct all types of businesses which directly or indirectly serve to promote the corporate purpose. To this end it may, in particular, establish, purchase, lease, hold shares in or dispose of companies, domestically or abroad, with the same or a similar nature; this excludes financial services within the meaning of section 1 para. 1a sent. 2 of the German Banking Act (Gesetz über das Kreditwesen). It can bring together under its common control companies in which it holds a majority share or limit itself to the administration of the holding. It may transfer all or parts of its business to affiliated companies. The Company is authorized to establish branches or offices domestically and abroad. The fiscal year of the Company is the calendar year. The VTG Shares (ISIN DE000VTG9999, WKN VTG999) are listed in the sub-segment of the Regulated Market of Deutsche Börse AG with additional post-admission requirements (Prime


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Standard) on the Frankfurt Stock Exchange (XETRA) and is included in the SDAX, CDAX and HASPAX indices. Furthermore, VTG Shares can also be traded over the counter at the stock exchanges in Munich, Berlin, Düsseldorf, Hamburg, Hanover and Stuttgart as well as on the Tradegate Exchange.

1.2 Members of the Executive Board and of the Supervisory Board of VTG

The Executive Board currently consists of four members: Dr. Heiko Fischer (Chairman of the Executive Board), Dr. Kai Kleeberg (Chief Financial Officer), Günter-Friedrich Maas (Chief Officer Logistics and Safety) and Mark Stevenson (Chief Officer Treasury, Financing and Tax). The Supervisory Board is currently not subject to co-determination. According to the articles of association of VTG, the Supervisory Board consists of six members. The Supervisory Board currently has the following six members: Dr. Jost A. Massenberg (Chairman of the Supervisory Board), Dr. Markus C. Hottenrott (Deputy Chairman of the Supervisory Board), Jens Fiege, Karl Gernandt, Ulrich Müller, and Prof. Dr. Franca Ruhwedel.

1.3 Capital and shareholder structure of VTG

The registered share capital of the Company at the time of this Opinion amounts to EUR 28,756,219 and is divided into 28,756,219 ordinary no-par value bearer shares, each with a pro rata amount of the registered share capital of EUR 1.00 per share. The Company currently does not hold any treasury shares. All issued VTG Shares are entitled to vote.

1.3.1 Authorized Capital

The Executive Board is authorized, subject to the approval of the Supervisory Board, to increase the registered share capital once or several times until 28 May 2020 by a total amount of up to EUR 14,378,109.00 by issuing up to 14,378,109 new no-par value bearer shares against contributions in cash and/or in kind ("Authorized Capital"). The VTG Shareholders must generally be granted subscription rights for the new shares. Subscription rights can also be granted indirectly, in that shares are subscribed by one or more credit institutions appointed by the Executive Board or entities operating under section 53 para. 1 sent. 1 or section 53b para. 1 sent. 1 or section 53b para. 7 of the German Banking Act with the obligation of offering these to shareholders for subscription. The Executive Board may, with the consent of the Supervisory Board, exclude the statutory subscription right of the shareholders in certain cases. Article 4 para. 5 of the Company's articles of association contains more details regarding the Authorized Capital.


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1.3.2 Bonds with warrants and/or convertible bonds

On 29 May 2015, the Company's Annual General Meeting authorized the Executive Board to issue, with the consent of the Supervisory Board, bearer or registered bonds with warrants and/or bearer or registered convertible bonds with limited or unlimited maturities up to an aggregate nominal amount of EUR 500,000,000.00, once or several times until 28 May 2020, and to grant to or impose upon the bearers and holders of bonds with warrants option rights or obligations, and to grant to or impose upon the bearers and holders of convertible bonds conversion rights or obligations relating to no-par value bearer shares of VTG Aktiengesellschaft with a pro rata amount of the registered share capital of up to a total of EUR 14,378,109.00 in accordance with the provisions of the terms and conditions of the bonds. So far, the Executive Board has not exercised such authorization.

1.3.3 Acquisition of treasury shares

By virtue of a resolution of the Annual General Meeting of 6 June 2018, the Company has been authorized, for the period until 5 June 2023, to acquire treasury shares in accordance with the terms of the resolution corresponding to up to 10% of the lower of the registered share capital existing as of the date hereof or the registered share capital existing at the time the authorization is exercised. The Company has as yet not exercised such authorization.

1.3.4 Shareholder structure

According to the mandatory notifications under the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") received by the issue date of this Opinion and the additional information provided by the Bidder in the Offer Document regarding the VTG Shares held by the Bidder and by Kühne Holding AG, the following shareholders held equity interests in VTG with more than 3% of the voting rights:


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Overview: Shareholder structure of VTG

Shareholders Percentage Warwick Holding GmbH(1) ...................................................... 29.00% Klaus-Michael Kühne (via Kühne Holding AG) (2) .................. 20.34% Joachim Herz Stiftung(3)........................................................... 15.00% Internationale Kapitalanlagegesellschaft mbH(4) ...................... 3.80% Union Investment Privatfonds GmbH(5) ................................... 3.04%

(1) Voting rights notification of the Morgan Stanley Group, published on 18 July 2018. The voting rights notification lists another participation pursuant to Sec. 33 and Sec. 34 WpHG that amounts to 0.10% and is held by FUNDLOGIC SAS, a company that is part of the Morgan Stanley Group and covered by the exemption under Sec. 20 WpÜG.

(2) Voting rights notification published on 20 May 2016. According to the information provided by the Bidder, the Irrevocable Undertaking by Kühne Holding AG described in section III.3 of this Opinion relates to a participation of 5,868,007 VTG Shares (approximately 20.41% of the voting rights).

(3) Voting rights notification published on 18 July 2018. (4) Voting rights notification published on 20 July 2018. (5) Voting rights notification, published on 21 November 2017.

1.4 Structure and business of the VTG Group

1.4.1 Overview

The Company is the VTG Group's ultimate parent and holding company and has no business operations of its own. On 30 June 2018, the VTG Group had 1,515 employees (31 December 2017: 1,527 employees), of which 1,054 were working in Germany (31 December 2017: 1,048 employees). The VTG Group generated revenue of EUR 1,014.4 million in the 2017 fiscal year and revenue of EUR 513.8 million in the six months ended 30 June 2018; EBITDA stood at EUR 343.4 million in the 2017 fiscal year and at EUR 173.7 million in the six months ended 30 June 2018. Adjusted for advisory and similar one-time expenses of EUR 3.3 million incurred in connection with the Nacco Acquisition, EBITDA in the six months ended 30 June 2018 would have stood at EUR 177.0 million. With its wagon hire ("Wagon Hire"), rail logistics ("Rail Logistics") and tank container logistics ("Tank Container Logistics") divisions, the VTG Group operates in the European, North American and Russian markets for rail freight transport and the worldwide market for tank container logistics. The Company believes that the VTG Group holds a leading market position in the European market for rail freight transport and in the global market for tank container logistics. As of 30 June 2018, the VTG Group had a fleet of approximately 83,300 rail freight wagons and approximately 9,100 tank containers worldwide.


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The completion of the acquisition of CIT Rail Holdings (Europe) SAS (the "Nacco Acquisition"), the holding company of Nacco SAS with registered office in Paris, France, and its subsidiaries Nacco UK Limited (United Kingdom) and Nacco Rail Ireland Limited (Ireland) (together the "Nacco Group"), which is sought to be completed in October 2018, will lead to the VTG Group significantly increasing its wagon fleet by approximately 10,000 wagons (for information on the closing conditions applicable to the Nacco Acquisition, see section IV.5.3 of this Opinion). After the successful completion of the Nacco Acquisition, the VTG Group's worldwide fleet will consist of more than 93,000 rail freight wagons and approximately 9,100 tank containers. The Company expects that the combined group will, among other things, expand its customer base and its product portfolio and that it will profit from a more diverse wagon portfolio. The Company also expects to leverage synergies through the use of economies of scale. The VTG Group is characterized, among other things, by its many years of experience and specific expertise in the transport of chemicals, gases and mineral oil products, automotive parts, agricultural products, steel, paper and other industrial goods. With the acquisition of the AAE Group in 2015, the VTG Group also gained special expertise regarding intermodal wagons, which are used to transport containers (including tank containers), swap bodies and semi-trailers. The VTG Group has a large and diverse customer base in these industries and market segments. It has maintained contractual relationships with many customers for decades. The VTG Group provides a pan-European range of services on a single platform and, with the VTG group of companies, provides related, associated and integrated services. The services it offers in Europe are largely uniform, enabling the customer to use all the services offered by the VTG Group at almost any location in Europe and to rely on fast local service.

1.4.2 Divisions

The core business of VTG comprises wagon hire operations. The wagons are designed in part by VTG, are constructed by VTG or by third parties on behalf of VTG, put into operation and then managed and maintained over their entire useful life of about 40 years on average. The Company also manages and maintains third-party wagon fleets owned by investors or industrial or railway companies. The VTG fleet comprises a range of different types of wagons. These cover the transport of almost every type of rail freight. Additionally, VTG has its own wagon construction plant and two repair workshops operating an ever-growing network of its own mobile services locations. VTG wagons are used in a whole range of sectors. These include the chemical, mineral oil, agricultural, paper, steel and automotive industries as well as uptake by logistics providers and railway companies. Customers tend to hire the wagons for periods extending over the medium to long term.


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In addition to wagon hire services, VTG provides services through its Rail Logistics division. As a forwarder, the Rail Logistics division organizes transports of goods throughout Europe with the focus on the railway as a carrier. On a smaller scale, VTG is also active as a railway company. The Company is experienced in both single-wagon and block train transports. To ensure the smooth flow of goods, VTG collaborates with national and international haulage partners throughout Europe. VTG's Tank Container Logistics division organizes tank container transports of goods worldwide. The goods, most of which are destined for the chemical and petrochemical industries, can thus be forwarded by rail, road or sea, without having to load or unload the actual goods themselves. Instead, the containers holding the goods are transferred from one carrier to another. This saves on time and costs for transfer. Moreover, the transport chain is much safer without having to transfer liquids. The Wagon Hire, Rail Logistics and Tank Container Logistics divisions cooperate closely. This enables them to offer a comprehensive range of services and transportation solutions to customers and to combine the know-how existing in the individual divisions ("One VTG"). The following (simplified) illustration shows the individual divisions of the VTG Group:

VTG Aktiengesellschaft

Wagon Hire

Wagon Hire Europe (incl. UK)

Wagon Hire North America Wagon Hire Russia

Rail Logistics Tank Container Logistics

1.4.3 Structure of the VTG Group

The Company is the VTG Group's ultimate parent and holding company and has no business operations of its own. As of 30 June 2018, the VTG Group consisted of the Company plus a total of 20 domestic and 41 foreign fully consolidated subsidiaries and four foreign entities consolidated using the equity method. The VTG Group offers its services – also via other non-consolidated investments and independent representative offices – first and foremost in Europe, North America and Russia, but also in certain other countries, including Asian countries.


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Annex 2 to this Opinion lists all consolidated and non-consolidated affiliates of the VTG Group as of 30 June 2018.

1.5 Selected financial ratios of the VTG Group

The following summarized financial information has been taken from the annual reports of VTG for the fiscal years ending 31 December 2016 and 31 December 2017, which can be viewed on VTG's website (www.vtg.com) under the heading Investor Relations. Division 2016 Revenue

(in EUR millions) 2017 Revenue

(in EUR millions) Increase in revenue

(in %)

Wagon Hire 517.2 520.7 0.7

Rail Logistics 312.3 336.4 7.7

Tank Container Logistics 157.4 157.3 -0.1 Division 2016 EBITDA

(in EUR millions) 2017 EBITDA

(in EUR millions) EBITDA development

(in %) Wagon Hire 344.3 343.6 -0.2

Rail Logistics 5.8 8.3 42.9

Tank Container Logistics

11.2 11.3 0.7

Division 2016 EBITDA margin

(in %) 2017 EBITDA margin

(in %) Development of EBITDA

margin (in percentage points)

Wagon Hire 66.6 66.0 -0.6 Rail Logistics 20.9 26.1 5.2 Tank Container Logistics 39.4 37.5 -1.9 For further information on VTG and the business development of the VTG Group, inter alia, for the first half year of 2018, reference is made to the annual and quarterly financial reports available online at https://ir.vtg.de/websites/vtgag/English/3100/reports-_-presentations.html.

1.6 Goals and strategy of VTG

The VTG Group is pursuing the following strategic goals in order to achieve profitable growth also in the future and to improve the enterprise value for its shareholders on a sustained basis:

http://www.vtg.com

https://ir.vtg.de/websites/vtgag/English/3100/reports-_-presentations.html


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· Strengthening the market position and extending the geographical reach

In its core market of Europe, the Wagon Hire division is striving to further consolidate its leading position as a provider of both freight wagons for rail transport of liquid and industrial goods and intermodal transport while also aiming to broaden its customer base by diversifying into new segments. For this purpose, the European wagon fleet is modernized on an ongoing basis and continuously expanded through the building of new wagons. Another area of emphasis is extending the range of services. This includes entering into and consolidating partnerships with former and current state-run railway companies so that the VTG Group can manage their fleets and they can benefit from the VTG Group's considerable expertise in this area.

Beyond its core market of Europe, the Wagon Hire division pursues strategic growth strategies in two other regions: the first, North America, is the world's largest rail freight market, and thus offers attractive growth opportunities for the VTG Group. In this region, the Company's aim is to strengthen its market position in the medium term by continually expanding the fleet through acquisitions of, and investments in, new and used wagons. In the long term, i.e., once the currently existing political tension has eased, the broad-gauge rail network of the Russian Federation and its neighbors will also offer solid chances for growth. The growing demand for replacement wagons and the ongoing need for development and modernization in the industry will remain the driving forces in the Russian rail sector in the coming years. With its existing business there, the VTG Group is in a good initial position to benefit, in due time, from the expected rise in demand in this market. VTG is also very carefully scrutinizing new geographic markets in which it is not yet operational and which offer promising opportunities for growth.

In addition, the VTG Group also aims to further expand and strengthen its two logistics divisions. In addition to the expansion of its core business of transporting liquid goods, industrial goods and agricultural goods, VTG's Rail Logistics division seeks to expand its range of services to a significant extent to include new offers such as project logistics and the Retrack network. VTG's own Retrack network connects Europe's most important economic and industrial centers, allowing for intelligent steering and making it possible to track single wagons as well as wagon groups and entire freight trains. It aims to optimize rail freight transport including all cost aspects and to offer customers, in particular, cost efficient, quick, reliable and – in the future – also digital transportation solutions. Besides conventional rail transportation, the Rail Logistics division will increasingly use innovative intermodal transportation solutions in the future to make bulk transportation more efficient.

The Tank Container Logistics division focuses on strengthening partnerships with a select group of strategic customers. It plans to further consolidate its position as a specialist provider of chemical transports. Key growth markets in this regard are North America, China, transport within Asia, and Russia and the Middle East. To increase flexibility in making the tank container fleet available to customers, the division will replace hired equipment from various manufacturers also going forward by making investments in its


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own assets, and will ensure digital interconnection. Because of VTG's good standing in the chemical industry and the wagon hire business, VTG plans to start hiring out tank containers as well, as this market offers consistently high growth potential.

To promote organic growth, the market is continually being analyzed – in compliance with any restrictions under antitrust law – to identify potential takeover targets that sustainably help to reach the defined strategic goals and support further growth.

· Optimization of operational processes and leveraging of synergies

VTG's business model is relatively capital-intensive. To ensure that the VTG Group can invest more and grow more in the future, it is very important to maintain growth in profitability. It is therefore a key strategic aim to continually improve the profitability of the VTG Group. To this end, internal processes and structures are regularly reviewed and adapted to new or changed market conditions as required. For this purpose, the VTG Group has rolled out a large number of development programs to harness synergies and strengthen organizational performance sustainably. Going forward, the Company also intends to optimize its organizational structure on an ongoing basis and to digitize its assets, processes and overall business model. Closer interlinking of the three divisions (Wagon Hire, Rail Logistics and Tank Container Logistics) will also create valuable synergies in the three divisions. The divisions operate at different levels of value creation. The Wagon Hire division hires out rolling stock for the transport of freight. Meanwhile, the two logistics divisions ensure the smooth operation of their customers' chains of transport. Because the VTG Group encompasses both wagon hiring and logistics services, it can reduce complexity by harmonizing its services optimally to provide customers with highly specialized, one-stop solutions. It is therefore the Company's stated aim to link the individual divisions more closely and harness cross-divisional sales synergies for the benefit of customers (One VTG).

· Digitization – Make Rail Easy

The VTG Group is the first European wagon hire company to have put forward a comprehensive strategy for digitization and has initiated a plan to fit its entire European fleet with a telematics system. The new digital VTG-Connect service means that operators and customers can now for the first time be able to access the location, mileage and event data for wagons fitted with the system. The Company strongly believes that the digitization of the fleet will make the VTG Group less substitutable and may open up additional sources of income through new services and customers. Digitization should also reduce maintenance costs (for example, by way of preventative and proactive maintenance) and simplify logistics processes in the near future. To push ahead with developing new digital technologies and services as quickly as possible, the Company has set up its own research and development department.


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· A leader in quality and innovation

VTG considers itself a leader in quality and innovation and believes that it sets the bar for its competitors in these fields across Europe. To ensure that the railway remains a safe and reliable carrier in the future, the VTG Group has a particular responsibility in terms of staff training, workflow organization and the maintenance, repair, and development of its wagon fleet. The Company's employees are therefore committed to working on improving the VTG Group's already high quality and safety standards. Moreover, VTG is using its longstanding technological expertise and is constantly working to develop new and enhanced freight wagons (including components) and innovative transportation solutions. The aim is to make the rail the preferred carrier for the growing transportation market.

· Attractiveness as an employer

With the VTG Group's systematic growth in recent years and the rapidly changing economic and technological environment, the demands on its staff have also increased steadily. Meanwhile, demographic change is leading to ever-tougher competition for qualified staff. For the VTG Group, it is therefore crucial to attract and retain highly qualified staff over the long term. The challenges of the future can be overcome only with a motivated and well-qualified workforce. The VTG Group is therefore investing in staff development and career progression by offering various educational and training programs, and is attaching particular importance to the issue of leadership. Its aim is to position the VTG Group firmly and sustainably as an attractive employer in the market. The Company is promoting a wide range of measures in this regard that relate to, inter alia, the visibility and perception of the Company on the labor market, the credibility and attractiveness of its corporate strategy, the employment conditions and its in-house cooperation culture, promoting corporate values and visions as well as initiatives in the fields of corporate social responsibility and sustainability (such as the VTG RailTrain training program for young adults).

2. Bidder

The Bidder has published the following information in the Offer Document. This information has not been verified by the Executive Board and the Supervisory Board.

2.1 Bidder's legal basis

The Bidder is a company with limited liability under German law (Gesellschaft mit beschränkter Haftung, GmbH), which was incorporated in Germany and is subject to German law, with registered office at Thurn-und-Taxis-Platz 6, 60313 Frankfurt am Main, Germany, and registered in the commercial register of the Local Court of Frankfurt am Main under HRB 106298. At the time of publication of the Offer Document, the registered share capital of the Bidder


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amounted to EUR 25,000. The Bidder's fiscal year is the calendar year. As is stated in the Bidder's articles of association, its corporate purpose is the holding and management of participations in other companies in Germany and abroad irrespective of their legal form. The Bidder does not engage in any business requiring a license under the German Banking Act. According to its articles of association, the Bidder (i) may enter into all transactions and take all actions which are intended to directly or indirectly serve its purpose and (ii) may establish branches in Germany and abroad and establish, acquire, participate in and/or conduct the business of other entities or entities with the same or a similar purpose in Germany and abroad. As is stated in the Bidder's articles of association, its corporate purpose is to provide management services, especially to companies in which it holds direct or indirect participations or that are controlled by the same shareholder against remuneration; in addition, the Bidder is entitled to provide administrative, financial and business services to these companies against remuneration, with the Bidder being entitled to provide these services using its own or third-party staff. The Bidder does not have any employees.

2.2 Members of the Bidder's management

According to the information provided in the Offer Document, the Bidder has three managing directors: Marc Maria van't Noordende, Johannes Schönfeldt and Christoph Oppenauer. According to the information provided by the Bidder, the managing directors each have the power to jointly represent the Bidder together with one other managing director.

2.3 Bidder's capital and shareholder structure

According to the information provided by the Bidder in the Offer Document, the Bidder's sole shareholder is Deodoro Holding B.V., a limited liability company (Besloten Vennootschap) under Dutch law with registered office in Amsterdam, the Netherlands ("Deodoro"). All shares in Deodoro are held by NHIP II Holdings Coöperatief U.A., Amsterdam, the Netherlands, a Dutch cooperative (Coöperatie met Uitgesloten Aansprakelijkheid) ("NHIP II Holdings"). According to the information provided by the Bidder, NHIP II Holdings currently has two other equity investments besides its (indirect) interest in VTG, i.e., (i) as the sole shareholder of Sandstone Holding B.V., a limited liability company (Besloten Vennootschap) under Dutch law with registered office in Amsterdam, the Netherlands, which holds a 92.5% interest in Ital Gas Storage SpA, Milan, Italy (natural gas storage facility in Italy), and (ii) as the sole shareholder of Marapendi Holding B.V., a limited liability company (Besloten Vennootschap) under Dutch law with registered office in Amsterdam, the Netherlands, which holds an interest of approximately 33.4% in Altan Redes, S.A.P.I. de C.V., Ciudad de Mexico, Mexico (operator of a 4th generation (4G) mobile telephony network in Mexico).


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The Bidder has no further shareholdings besides its existing participation in VTG. According to the information provided by the Bidder, NHIP II Holdings is wholly-owned by North Haven Infrastructure Partners II International Holdings C.V., New York, New York, USA, which is owned by North Haven Infrastructure Partners II LP, George Town, Cayman Islands ("NHIP II LP") and North Haven Infrastructure Partners II-AIV II LP, Grand Cayman, Cayman Islands ("NHIP II-AIV II LP" and, together with NHIP II LP, the "NHIP II Funds"). The NHIP II Funds are structured as closed-end private equity limited partnerships under the laws of the Cayman Islands. Substantially all of the beneficial interests in the NHIP II Funds are held by various third-party investors acting as limited partners, which include pension funds, insurance companies and other institutional investors, none of which holds an individual interest exceeding 10%. According to the information provided by the Bidder, the beneficial interest of Morgan Stanley in the NHIP II Funds is approximately 3%. The NHIP II Funds are advised by MSI, an investment adviser registered with the U.S. Securities and Exchange Commission under no. 801-67678. According to the information provided by the Bidder, the NHIP II Funds have the same general partner, i.e., Morgan Stanley Infrastructure II GP LP, George Town, Cayman Islands ("Morgan Stanley Infrastructure II GP LP"), which ensures the uniform exercise of voting rights under corporate law in downstream entities (control by several parent companies (Mehrmütterherrschaft)). Morgan Stanley Infrastructure II GP LP is a limited partnership under the laws of the Cayman Islands the general partner of which is Morgan Stanley Infrastructure II Inc., Wilmington, Delaware, USA, which is wholly-owned by MS Holdings Incorporated, Wilmington, Delaware, USA, which is, in turn, wholly-owned by Morgan Stanley. Morgan Stanley is listed on the New York Stock Exchange (ticker symbol: MS) and has a diverse shareholder base comprising institutional investors and retail shareholders, all of whom, according to information provided by the Bidder, hold less than 25% of the registered share capital and voting rights. In this Opinion, the companies specified above and listed in Annex 2 of the Offer Document (with the exception of MSI) that directly or indirectly control the Bidder are jointly referred to as the "Other Controlling Persons".

2.4 Business of the Morgan Stanley Group

According to the information provided in the Offer Document, the Morgan Stanley Group is a leading financial services firm providing a wide range of investment banking, securities, wealth


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management and investment management services. Morgan Stanley's business is divided into three segments: Institutional Securities, Wealth Management and Investment Management. Morgan Stanley Investment Management offers a broad range of investment and risk management solutions to institutional investors and financial advisers for public and private markets worldwide. Morgan Stanley Investment Management's private market business is divided into the Private Equity, Private Credit, Real Estate and Infrastructure segments. MSIP invests in diverse infrastructure assets predominantly in OECD countries. Its offices are located in New York, London, Melbourne, Hong Kong, Amsterdam and Mumbai. According to the information provided in the Offer Document, as of July 2018, total assets under management of MSIP amounted to approximately USD 5 billion. According to the information provided in the Offer Document, total revenues of the Morgan Stanley Group as reported in the consolidated financial statements of Morgan Stanley as of and for the fiscal year ended 31 December 2017, which were prepared in accordance with U.S. generally accepted accounting principles, amounted to USD 37.94 billion during the fiscal year ended 31 December 2017.

3. Shares held by the Bidder and Irrevocable Undertaking by Kühne Holding AG; securities transactions

According to the information provided by the Bidder in section 5.5 of the Offer Document, the Bidder directly held a total of 8,340,723 VTG Shares (corresponding to approximately 29.00% of the registered share capital and voting rights of VTG) at the time of publication of the Offer Document on 24 August 2018. This participation is attributed in full to the Other Controlling Persons pursuant to section 30 para. 1 sent. 1 no. 1 and sent. 3 WpÜG and partly pursuant to the principles applicable in case of control by several parent companies. Moreover, according to the information provided by the Bidder, the Bidder has entered into an agreement with Kühne Holding AG, pursuant to which Kühne Holding AG has irrevocably undertaken to accept the Bidder's Offer for the total of 5,868,007 VTG Shares held by it (corresponding to approximately 20.41% of the registered share capital and voting rights of VTG) no later than five Business Days prior to expiration of the Acceptance Period (the "Irrevocable Undertaking"). This instrument within the meaning of section 38 para. 1 sent. 1 no. 2 WpHG is indirectly also held by the Other Controlling Persons. According to information provided by the Bidder in section 5.6 of the Offer Document, neither the Bidder nor any persons acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG nor their respective subsidiaries have purchased VTG Shares, or concluded an agreement

IV. INFORMATION ABOUT THE OFFER

25

on the basis of which the transfer of title to VTG Shares could be demanded, during the period that commenced six months prior to the publication of the announcement to launch the Offer on 16 July 2018 and that will end with the publication of the Offer Document on 24 August 2018. In section 18 of the Offer Document, the Bidder points out that it will publish on the Internet at http://www.warwickholding-angebot.de and in the German Federal Gazette, and that it will inform the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") of, every direct and/or indirect acquisition, pursuant to section 23 para. 2 WpÜG, of VTG Shares by the Bidder, by the persons acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG or by their respective subsidiaries that is made on or off a stock exchange in the period commencing with the publication of the Offer Document and ending with the publication pursuant to section 23 para. 1 sent. 1 no. 2 WpÜG, as well as every direct or indirect acquisition of VTG Shares off a stock exchange prior to expiration of one year after the publication pursuant to section 23 para. 1 sent. 1 no. 2 WpÜG, stating the nature and amount of the consideration paid for each VTG Share. For additional information regarding VTG Shares held by the Bidder, the persons acting in concert with the Bidder within the meaning of section 5 para. 2 WpÜG or their respective subsidiaries as well as for further information on securities transactions in VTG Shares (in particular regarding the Irrevocable Undertaking by Kühne Holding AG), reference is made to sections 5.4 to 5.6 of the Offer Document.


The following section summarizes certain selected information regarding the Offer that has been taken exclusively from the Offer Document or from publications made by the Bidder:

1. Execution of the Offer

The Offer is submitted by the Bidder as a voluntary public takeover offer under the laws of the Federal Republic of Germany and certain provisions of U.S. securities laws that are applicable to cross-border takeover offers, in particular under the WpÜG, the German Regulation on the content of the offer document, the consideration to be granted in takeover offers and mandatory takeover offers, and the exemption from the obligation to publish and launch an offer (WpÜG-Angebotsverordnung, "German WpÜG Offer Regulation") and certain provisions of the U.S. Securities Exchange Act of 1934, as amended from time to time, including Regulation 14E promulgated thereunder by the U.S. Securities and Exchange Commission.

http://www.warwickholding-angebot.de


26

2. Publication of the decision to launch the Offer

The Bidder published its announcement to launch the Offer pursuant to section 10 para. 1 sent. 1 WpÜG on 16 July 2018. This announcement is available on the Internet at http://www.warwickholding-angebot.de.

3. Review by BaFin and publication of the Offer Document

According to the information provided in section 1.3 of the Offer Document, BaFin reviewed the Offer Document in accordance with German law and in the German language and permitted its publication, as stated by the Bidder, on 23 August 2018. According to information provided by the Bidder in the Offer Document, no publications, registrations, admissions or approvals of the Offer Document and/or the Offer are intended or have been made, filed, arranged for or granted under any laws other than the laws of the Federal Republic of Germany. The Bidder notes that VTG Shareholders cannot rely on the application of legal provisions for the protection of investors applicable in jurisdictions other than Germany. The Bidder published the Offer Document on 24 August 2018 (i) by posting it on the Internet at http://www.warwickholding-angebot.de and (ii) by making it available for distribution free of charge through BNP Paribas Securities Services S.C.A., Frankfurt branch, Europa-Allee 12, 60327 Frankfurt am Main, Germany (the "Settlement Agent") to interested VTG Shareholders. The Bidder published the announcement stating that the Offer Document is available for distribution free of charge through the Settlement Agent as well as the Internet address where the Offer Document will be published in the German Federal Gazette on 24 August 2018. Furthermore, a non-binding English translation of the Offer Document (i) is available at http://www.warwickholding-angebot.de and (ii) is also made available for distribution free of charge through the Settlement Agent.

4. Acceptance of the Offer outside the Federal Republic of Germany

The Bidder has noted in section 1.6 of the Offer Document that the Offer may be accepted by all domestic and foreign VTG Shareholders (including those with a domicile, registered office or habitual abode in the Federal Republic of Germany, the European Union, the European Economic Area, or the USA) in accordance with the Offer Document and the relevant applicable laws. The Bidder has further noted that the acceptance of the Offer outside the Federal Republic of Germany and the USA may be subject to additional legal restrictions. For more information and recommendations provided by the Bidder in this context (including with regard to the USA), reference is made to sections 1.6 and 1.7 of the Offer Document.





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5. Main details of the Offer

5.1 Consideration

The Bidder offers the VTG Shareholders to acquire their VTG Shares for consideration in the amount of EUR 53.00 in cash per VTG Share in accordance with the terms of the Offer Document.

5.2 Acceptance Period and Additional Acceptance Period

The period for acceptance of the Offer started with the publication of the Offer Document on 24 August 2018 and expires on 2 November 2018, 24:00 hours (midnight) CET (the "Acceptance Period"). In the circumstances set out below, the Acceptance Period of the Offer will in each case be extended automatically as follows:

· Pursuant to section 21 para. 1 WpÜG, the Bidder may amend the Offer until one working day (Werktag) prior to the expiration of the Acceptance Period – i.e., as the Acceptance Period expires on 2 November 2018, 24:00 hours (midnight) CET, until the end of 1 November 2018. In the event of an amendment to the Offer pursuant to section 21 WpÜG within the last two weeks prior to the expiration of the Acceptance Period, the Acceptance Period will be extended by two weeks (section 21 para. 5 WpÜG) and would thus end on 16 November 2018, 24:00 hours (midnight) CET. This also applies in the event that the amended Offer violates any applicable laws.

· If a competing offer is launched by a third party regarding the VTG Shares during the Acceptance Period for the Offer (the "Competing Offer") and if the Acceptance Period for the present Offer expires prior to the expiration of the acceptance period for the Competing Offer, the expiration date of the Acceptance Period for the present Offer will correspond to the date on which the acceptance period of the Competing Offer expires (section 22 para. 2 WpÜG). This also applies in the event that the Competing Offer is amended or prohibited or violates any applicable laws.

· In the event that VTG convenes an extraordinary general meeting in connection with the Offer after the Offer Document has been published, the Acceptance Period will end ten weeks from the date of publication of the Offer Document (section 16 para. 3 WpÜG). The Acceptance Period would thus remain unchanged in this case and would – subject to an extension of the Acceptance Period due to an amendment of the Offer within the last two weeks, and up to one working day (Werktag), prior to the expiration of the Acceptance Period or a Competing Offer – also run until 2 November 2018, 24:00 hours (midnight) CET.


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With regard to the prerequisites for exercising the right of withdrawal in the event of an amendment of the Offer or the submission of a Competing Offer and the requirements for the exercise of the right of withdrawal, reference is made to the statements made in section 16.1 of the Offer Document. VTG Shareholders who have not accepted the Offer within the Acceptance Period may still accept the Offer within two weeks after publication of the results of the Offer by the Bidder pursuant to section 23 para. 1 sent. 1 no. 2 WpÜG (the "Additional Acceptance Period") (section 16 para. 2 WpÜG) unless at least one of the Closing Conditions set out in section 11.1 of the Offer Document has not been definitively fulfilled by the end of the Acceptance Period and has not been validly waived previously. For further details on how to accept the Offer during the Additional Acceptance Period, reference is made to section 4.4 in conjunction with section 12.5 of the Offer Document. Subject to an extension of the Acceptance Period, the Additional Acceptance Period will begin – in the event that the results of the Offer will be published, as expected, on 7 November 2018 pursuant to section 23 para. 1 sent. 1 no. 2 WpÜG – at the beginning of 8 November 2018 and will end on 21 November 2018, 24:00 hours (midnight) CET. The Executive Board and the Supervisory Board point out that the Acceptance Period of ten weeks as from the publication of the Offer Document corresponds to the maximum period possible under applicable law and that this will entail a long period of uncertainty and additional costs for the Company.

5.3 Closing Conditions

Consummation of the Offer and the sale and purchase agreements entered into as a result of the Offer having been accepted will occur only if the conditions precedent set forth in section 11.1 of the Offer Document (the "Closing Conditions") have been fulfilled or validly waived by the Bidder prior to default on the respective Closing Condition and up to one working day (Werktag) prior to the expiration of the Acceptance Period. The Bidder cannot waive fulfillment of any Closing Conditions for which a default has already occurred. The Closing Conditions can be summarized as follows:

· Section 11.1.1 of the Offer Document provides for a Closing Condition with regard to

antitrust conditions to be fulfilled at the level of the European Union in accordance with the EU Merger Regulation (Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings, as amended), Russia, Brazil, Turkey, and the USA (the "Antitrust Conditions"). This Closing Condition must be fulfilled after the publication of the Offer Document and on or before 17 April 2019.


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· Section 11.1.2 of the Offer Document provides for a Closing Condition with regard to

German foreign investment clearance (German foreign investment clearance together with the Antitrust Conditions, the "Regulatory Conditions"), which must likewise be fulfilled after the publication of the Offer Document and on or before 17 April 2019.

· Section 11.1.3 of the Offer Document contains a Closing Condition providing that the

Independent Expert must have confirmed within the last two weeks of the Acceptance Period that the five subsidiaries of VTG domiciled in Russia (i.e., OOO AAE, OOO Railcraft Services, OOO VTG and VTG Rail Logistics LLC, each with registered office in Moscow, Russia, and OOO Transportation Company Vagonpark, Saransk, Russia), are not providing any services to, and do not have any contractual relationship with, any person or entity that appears on certain sanctions lists administered or enforced by the U.S. Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury or is sanctioned under Title II of the Countering America's Adversaries Through Sanctions Act, Pub. L. 115-44, or any entity where 50% or more of the shares in such entity are directly or indirectly held in the aggregate by one or more persons whose property and interest in property are blocked or restricted pursuant to OFAC's 50 percent rule (which is explained in section 10.3 of the Offer Document); this applies in each case unless one of the exceptions listed in section 11.1.3 of the Offer Document applies ("OFAC Sanctioned Party Compliance"). The Bidder has pointed out in section 10.3 of the Offer Document that the business of VTG's Russian subsidiaries might be affected by OFAC sanctions after the completion of the Offer and a potential acquisition of a controlling interest by Morgan Stanley, in particular, to the extent that the relevant subsidiaries have dealings with sanctioned parties. Furthermore, according to the information provided by the Bidder, Morgan Stanley and its U.S. subsidiaries may have direct compliance obligations with respect to the business of VTG's Russian subsidiaries after the completion of the Offer. For more details regarding OFAC's powers and the OFAC sanction provisions, reference is made to section 10.3 of the Offer Document.

· Section 11.1.4 of the Offer Document contains a Closing Condition providing that the consummation of the Nacco Acquisition must be published (i) by way of a public disclosure of inside information under Art. 17 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) or (ii) by way of publication of any other announcement on the Company's website. Under the Closing Condition, the Nacco Acquisition is deemed to have been consummated if all shares in CIT Rail Holdings (Europe) SAS have been transferred to VTG, VTG Rail Assets GmbH or to another subsidiary of VTG.


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· Section 11.1.10 (2) of the Offer Document contains, inter alia, a Closing Condition providing that there must be no issuance of new shares (also from company funds) in the period between the publication of the Offer Document and the expiration of the Acceptance Period.

· Sections 11.1.5 to 11.1.9 and 11.1.11 of the Offer Document contain additional Closing Conditions, providing that there must be no market material adverse change, no other material adverse change, no material compliance violation, no material transaction, no material additional indebtedness, no dividend, and no prohibition or illegality of the Offer or the purchase of VTG Shares by the Bidder, and that none of the above events must occur in the period between the date of publication of the Offer Document and the date of expiration of the Acceptance Period, and that the occurrence of any of the above events must not have become known during that period (the "Additional Closing Conditions").

For further information on the Closing Conditions, reference is made to section 11 of the Offer Document. For the view of the Executive Board and the Supervisory Board on the Closing Conditions, reference is made to section VIII. of this Opinion.

5.4 Independent Expert

Whether OFAC Sanctioned Party Compliance, a material adverse change, a material compliance violation, a material transaction or a material additional indebtedness has occurred will be determined by ValueTrust Financial Advisors SE, Munich, Germany, acting as an independent expert (the "Independent Expert"), which will deliver, after careful consideration pursuant to the standards of a diligent professional in the area of accounting and tax advice and advice on corporate mergers and acquisitions, an opinion in which the Independent Expert determines whether OFAC Sanctioned Party Compliance, a material adverse change, a material compliance violation, a material transaction or a material additional indebtedness has occurred. According to the information provided by the Bidder, the Independent Expert will obtain the information it needs to make its assessments, among other sources, directly from the Company to its best knowledge and based on reasonable inquiries as well as on independent legal advice obtained by VTG, from public information disclosed by the Company, from the Bidder and from other sources available to the Independent Expert. In this context, the Company will provide the Independent Expert on a voluntary basis with the required information or disclose any facts that might be preventing the relevant condition from being fulfilled. The Company has not, however, contractually agreed to do so.


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The Bidder has stated that it has already retained the Independent Expert with regard to OFAC Sanctioned Party Compliance. As regards the other Closing Conditions, the Independent Expert will act only upon the Bidder's request. If the Bidder receives an expert opinion of the Independent Expert by the end of the Acceptance Period stating that OFAC Sanctioned Party Compliance has occurred during the last two weeks of the Acceptance Period or that a material adverse change, a material compliance violation, a material transaction or a material additional indebtedness has occurred within the Acceptance Period, the Bidder is required to publish the fact that it has received such expert opinion and the findings of this expert opinion in the German Federal Gazette and on the Internet at http://www.warwickholding-angebot.de without undue delay, but in any case no later than on the date of the publication pursuant to section 23 para. 1 sent. 2 WpÜG, and with reference to the Offer. The expert opinion of the Independent Expert will be final and binding upon the Bidder and the VTG Shareholders. The fees and expenses of the Independent Expert will be borne by the Bidder.

5.5 Waiver of Closing Conditions

The Bidder reserves the right, up to one working day (Werktag) prior to expiration of the Acceptance Period, to waive one or more, or all, of the Closing Conditions (except for the Regulatory Conditions) in advance. The Bidder cannot waive fulfillment of any Closing Conditions for which a default has already occurred. Closing Conditions validly waived by the Bidder will be presumed to have been fulfilled for the purposes of the Offer. For purposes of section 21 para. 1 WpÜG, the publication of the amendment of the Offer pursuant to section 21 para. 2 WpÜG in conjunction with section 14 para. 3 WpÜG is authoritative. If one or more, or all, of the Closing Conditions (except for the Regulatory Conditions) are waived within the final two weeks before expiration of the Acceptance Period, the Acceptance Period will be extended by two more weeks pursuant to section 21 para. 5 WpÜG (i.e., until 16 November 2018, 24:00 hours (midnight) (CET)).

5.6 Non-fulfillment of Closing Conditions

The Offer will lapse if the Regulatory Conditions have not been fulfilled after the publication of the Offer Document and by 17 April 2019 at the latest, or if any of the Closing Conditions (except for the Regulatory Conditions) has not been fulfilled by the expiration date of the Acceptance Period, or if the Bidder has not waived the respective Closing Conditions (except for the Regulatory Conditions) by the end of a working day (Werktag) before expiration of the Acceptance Period and prior to default on the respective Closing Conditions (except for the Regulatory Conditions). In this case, the sale and purchase agreements entered into as a result of the Offer having been accepted will not become valid and, as a consequence, will not be consummated but will be cancelled. For further information on consequences (in particular on the consequences of a lapse of the Offer), reference is made to section 11.4 of the Offer Document.



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5.7 Stock-exchange trading in Tendered VTG Shares

The Bidder expects that the Tendered VTG Shares tendered during the Acceptance Period will be admitted to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under ISIN DE000VTG01V2 (WKN VTG01V) as from the third trading day following commencement of the Acceptance Period. According to the information provided in the Offer Document, trading in Tendered VTG Shares on the regulated market of the Frankfurt Stock Exchange is expected to be discontinued after the close of the regular stock exchange trading hours of the Frankfurt Stock Exchange on the third Business Day prior to the settlement of the Offer as set forth in section 12.6 of the Offer Document. For further information in this context (in particular with respect to potential trading in VTG Shares tendered during the Additional Acceptance Period), reference is made to section 12 of the Offer Document.

5.8 Settlement

As regards the settlement of the Offer with respect to the VTG Shares tendered during the Acceptance Period or during the Additional Acceptance Period, reference is made to section 12 of the Offer Document.

5.9 Applicable law

According to section 20 of the Offer Document, the Offer and the agreements entered into with the Bidder as a result of the Offer having been accepted will be governed by German law. The exclusive place of jurisdiction for all legal disputes arising from, or in connection with, the Offer (and all agreements entered into as a result of the Offer having been accepted) is Frankfurt am Main, Germany, provided this is legally permissible.

5.10 Publications

In section 11.5 of the Offer Document, the Bidder has undertaken that it will publish without undue delay on the Internet at http://www.warwickholding-angebot.de and in the German Federal Gazette if (i) a Closing Condition has been fulfilled, (ii) a Closing Condition has been waived by the Bidder, (iii) all Closing Conditions have been fulfilled, unless such Closing Conditions have previously been waived, or (iv) the Offer will not be completed. Moreover, the Bidder will, inter alia, publish the respective scope of acceptance as notified in the declarations of acceptance received (i) on the Internet at http://www.warwickholding-angebot.de and (ii) additionally, in the German Federal Gazette during the Acceptance Period on a weekly basis in accordance with section 23 para. 1 sent. 1 no. 1 WpÜG. According to information provided by the Bidder, during the final week of the Acceptance Period, these publications will be made on a daily basis. The Bidder will publish the results of the Offer pursuant to section 23 para. 1 sent. 1




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nos. 2 and 3 WpÜG without undue delay after the expiration of the Acceptance Period or the Additional Acceptance Period. For details regarding other publications by the Bidder, reference is made to section 18 of the Offer Document.

6. Financing of the Offer

Pursuant to section 13 para. 1 sent. 1 WpÜG, prior to the publication of the Offer Document, the Bidder must take the steps necessary to ensure that it has all the funding in place to satisfy the Offer in full at the time the claim for payment of the consideration becomes due. As of the time of publication of the Offer Document, there were 28,756,219 VTG Shares in issue. The Bidder's payment obligation to all accepting VTG Shareholders would amount to EUR 1,082,021,288.00 if the Offer were to be accepted for all VTG Shares outstanding that are not already directly held by the Bidder at the time of publication of the Offer Document (equaling the offer consideration of EUR 53.00 per VTG Share multiplied by 20,415,496 VTG Shares not held by the Bidder: 28,756,219 VTG Shares outstanding minus 8,340,723 VTG Shares directly held by the Bidder at the time of publication of the Offer Document). According to the Offer Document, the Bidder expects that transaction costs will be incurred in connection with the Offer, the total amount of which will not exceed EUR 23,800,000.00. The sum of the payment obligations and costs specified above will result in an expected financing requirement in the amount of up to EUR 1,105,821,288.00 in aggregate for the acquisition of all VTG Shares that are not already held by the Bidder. According to the information provided by the Bidder in section 13.2 of the Offer Document, the Bidder has ensured satisfaction of the Offer in full by having secured debt and equity arrangements under which the required cash will be made available (directly or indirectly) to the Bidder. For further information on the financing measures, reference is made to section 13.2 of the Offer Document. The Bidder has attached to the Offer Document the financing confirmation for the Offer as required pursuant to section 13 para. 1 sent. 2 WpÜG. The financing confirmation was issued by J.P. Morgan Securities plc Frankfurt Branch, Taunustor 1, 60310 Frankfurt am Main, Germany. For further information in this context, reference is made to the explanation in sections 13.1 to 13.3 of the Offer Document. The Executive Board and the Supervisory Board point out that the information provided by the Bidder on the financing of the Offer exclusively relates to direct consideration but not to any

V. TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

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refinancing of VTG that might be required (in this context, reference is made to section VI.4 of this Opinion).

7. Priority of the Offer Document

For further information and details (especially for details regarding the offer conditions, the Acceptance Periods, the acceptance and settlement modalities and the statutory rights of withdrawal), the VTG Shareholders are referred to the statements in the Offer Document. The aforementioned information merely summarizes some of the information contained in the Offer Document. Thus, the description of the Offer in this Opinion does not purport to be complete and, with respect to the Bidder's Offer, the Opinion should be read together with the Offer Document. The authoritative provisions for the content of the Offer and its implementation are solely the provisions of the Offer Document. It is the sole responsibility of the VTG Shareholders to take note of the Offer Document and to take any actions they may deem necessary.


1. Type and amount of the consideration

According to section 9.2 of the Offer Document, the Bidder has offered consideration of EUR 53.00 in cash for each VTG Share.

2. Statutory requirements for the minimum value of the consideration

The offer price must at least be equal to the statutory minimum price pursuant to section 31 para. 1 WpÜG in conjunction with sections 4, 5 and 7 of the German WpÜG Offer Regulation. It must therefore be at least equal to the weighted average domestic stock exchange price of the VTG Shares over the period of the last three months prior to the publication of the Bidder's decision to submit the Offer ("Three-Month Average Price"), cf. section 5 of the German WpÜG Offer Regulation. If the Bidder, a person acting in concert with the Bidder or any of their respective subsidiaries has granted or agreed a higher consideration during the last six months prior to the publication of the Offer Document for the acquisition of VTG Shares, the offer price must be at least equal to the value of this highest consideration granted or agreed, cf. section 4 of the German WpÜG Offer Regulation. For this purpose, the Executive Board and the Supervisory Board of the Company determine the following:

· The three-month weighted average domestic stock exchange price notified to the Bidder by BaFin as at the effective date of 15 July 2018 (the day prior to the publication of the Bidder's decision to submit a voluntary public takeover offer) is EUR 50.81. Thus, the offer


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price in the amount of EUR 53.00 per VTG Share exceeds this amount by EUR 2.19, i.e., by approximately 4.3%.

· In accordance with section 4 of the German WpÜG Offer Regulation, the value of the consideration for the shares of the target company tendered in a takeover offer pursuant to sections 29 et seqq. WpÜG must be at least equal to the value of the highest consideration granted or agreed by the Bidder, a person acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG or any of their respective subsidiaries for the acquisition of VTG Shares within the last six months prior to the publication of the Offer Document. According to information provided in the Offer Document, neither the Bidder nor any person acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG or any of their respective subsidiaries acquired VTG Shares or concluded contracts relating to such acquisition within the last six months prior to the publication of the Offer Document. Therefore, no preceding acquisitions within the meaning of section 31 paras. 1, 2 and 7 WpÜG in conjunction with section 4 of the German WpÜG Offer Regulation exist that could have an effect upon the minimum consideration of the Offer.

To the extent the Executive Board and the Supervisory Board are able to verify this based on the information available, the value of the consideration offered in the amount of EUR 53.00 per VTG Share is in line with the provisions concerning the minimum value of the consideration offered within the meaning of section 31 para. 1 WpÜG.

In addition, the Executive Board and the Supervisory Board refer to section 31 paras. 4 and 5 WpÜG: if the Bidder, any person acting in concert with the Bidder or any of their respective subsidiaries acquire VTG Shares following the publication of the Offer Document and prior to the publication pursuant to section 23 para. 1 sentence 1 no. 2 WpÜG, and if consideration is granted or agreed for those shares whose value exceeds the value of the consideration set forth in the Offer, the consideration owed to the recipients of the Offer for the respective class of shares will be increased by the difference. If the Bidder, any person acting in concert with the Bidder or any of their respective subsidiaries acquire shares of the target company off the stock exchange within one year following the publication pursuant to section 23 para. 1 sentence 1 no. 2 WpÜG, and if consideration is granted or agreed for those shares whose value exceeds the value of the consideration set forth in the Offer, the Bidder will be obliged to pay to the VTG Shareholders who have accepted the Offer cash consideration in Euro in the amount of the difference. This does not apply to the acquisition of shares in connection with a statutory obligation to grant compensation to the shareholders of the target company, and to the acquisition of the target company's assets or parts of its assets by way of a merger, demerger or asset transfer.


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3. Assessment of the fairness of the consideration offered

The Executive Board and the Supervisory Board have diligently and thoroughly analyzed and assessed the fairness of the consideration offered for the VTG Shares from a financial point of view. In this context, the Executive Board and the Supervisory Board have performed certain analyses and considered certain aspects which are described below, and have also taken into account the opinion issued by the Financial Adviser with respect to the fairness of the consideration offered from a financial point of view (the "Fairness Opinion"). The Executive Board and the Supervisory Board expressly note that they have performed their own assessments of the fairness of the consideration offered. Some of the figures shown in this section have been calculated based on figures which were not rounded; the figures shown were however rounded. Therefore, calculations using these figures may have results deviating slightly from the figures shown in this section.

3.1 Inadequate reflection of the fundamental value

The Executive Board and the Supervisory Board are of the opinion that the consideration offered does not adequately reflect the fundamental value of VTG. When preparing the present Opinion, the members of the Executive Board and of the Supervisory Board verified the future value of VTG as an independent company, including the related risk and reward profile, based on fundamental valuation analyses. The Executive Board and the Supervisory Board believe that VTG will create additional value for its shareholders on a standalone basis. In this context, the following aspects are particularly noteworthy:

3.1.1 Historical development of the Company:

The successful development of the Company in the past few years is reflected in the Company's key financial ratios. Growth was achieved both organically and inorganically. The table below lists a few exemplary core financial ratios of the Company for the 2008 and 2017 fiscal years that demonstrate VTG's strong growth profile and the great stability of the business model throughout an economic cycle and beyond.


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Financial ratio 2008 2017 Growth factor CAGRa) Rail freight wagons (in thousands) 50 83 x1.67 6% Revenue (in EUR million) 609 1,014 x1.67 6% EBITDA (in EUR million) 156 343 x2.19 9% EBIT (in EUR million) 76 155 x2.05 8% EBT (in EUR million) 43 90 x2.09 9% Earnings per share (EUR) 1.26 1.93 x1.53 5% Dividend per share (EUR) 0.30 0.90 x3.00 13% Year-end share price (EUR) 7.50 47.76 x6.37 23% Year-end market capitalization (in EUR million)

160 1.373 x8.56 27%

Year-end enterprise value (in EUR million)b)

707 3.381 x4.78 19%

Notes on the information in the table: a) CAGR = Compound Annual Growth Rate b) "Enterprise value" is defined as the sum of market capitalization, net finance liabilities (including hybrid capital), pension liabilities and minority shareholdings

3.1.2 Economic conditions:

The Company operates in an attractive market environment enabling continuous growth. In this context, the Executive Board and the Supervisory Board emphasize specifically the positive development in the Wagon Hire division, which results in higher capacity utilization rates and rental fees. Moreover, the market is benefiting from the increasing attractiveness of rail freight transportation in Germany (e.g. as a result of the "rail freight transport master plan" (Masterplan Schienengüterverkehr) of the German Federal Ministry of Transportation).

3.1.3 Business model and strategic orientation:

Based on its own assessment, VTG is not only the market leader but also at the forefront of innovation in the European wagon hiring market due to its long-standing experience and high-level technical expertise. In addition to its traditional business of hiring out wagons, the Company offers a comprehensive portfolio of additional services, such as, for instance, providing technical support and maintenance management services for rail freight wagons. Moreover, VTG has its own wagon construction plant, which serves as an innovation and construction platform within the VTG Group for developing and constructing innovative freight wagons. The Company's integrated and interconnected business model means that, in its Wagon Hire division, the Company has long-term hire agreements, a high rate of re-rentals and a stable rate of


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capacity utilization with only slight fluctuations. This allows the Company to generate stable and predictable cash inflows and dividends that are characteristic of those generated by companies in the infrastructure industry. The Company pursues a clearly defined strategy (referred to as "VTG 4.0"), which includes a number of initiatives. One of the goals of VTG 4.0 is to increase the profit per share to EUR 2.50 by 2019 (for more details on VTG's strategy, see also section III.1.6 above):

· capital expenditures for the wagon fleets and strengthening the scalable rental platforms that have already been established in Europe, North America and Russia, for example in Europe by way of the Nacco Acquisition, which is currently being implemented, and through the acquisition of the fleet of US wagon hirer Redwood Rail in 2017;

· optimization and expansion of the logistics business;

· leveraging synergies and realizing efficiency improvements; this will be achieved, inter alia, by way of the announced Nacco Acquisition and through the ongoing implementation of the digitization strategy already initiated by VTG; the Company believes that it has positioned itself ideally as a forerunner in the industry by combining its assets (wagon fleet and tank containers) and its logistics expertise

· lowering financing costs and optimizing the effective tax rate.

3.1.4 Cost of capital and financing:

VTG's specific business model with long-term hire agreements and a high rate of re-rentals results in a comparatively low volatility of earnings and cash flows. The Executive Board and the Supervisory Board believe that this should be reflected in an appropriate weighted average cost of capital to be used in fundamental valuation analyses. In this context, the Executive Board and the Supervisory Board draw attention to the current environment of low interest rates.

3.1.5 Net asset value of the wagon fleet:

The offer price implies a significant discount to the fleet valuation most recently available to the Company (prepared using the discounted earnings method). In this context, the fact that such a valuation method disregards the value of the less capital intensive logistics divisions (in particular, the Rail Logistics division) must also be taken into account.


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3.2 No customary control premium

The Executive Board and the Supervisory Board are of the opinion that the consideration offered does not contain a premium that would be customary in an acquisition of a controlling interest. The Executive Board and the Supervisory Board point out that the average control premium paid over the last ten years for German companies with an equity value exceeding EUR 1 billion was 27% (based on company information, the Bloomberg data base and BaFin records). The following two sub-sections show the implied premiums or discounts reflected in the consideration offered compared with historical share prices of the VTG Shares and analyst target prices quoted for the VTG Shares as a reference.

3.2.1 Comparison of the consideration with historical share prices of the VTG Shares

Compared to the historical stock exchange prices of VTG Shares on XETRA, the consideration offered in the amount of EUR 53.00 reflects the implied premiums and discounts shown in the following table. Reference Price (EUR) Premium/(Discount)

included in the consideration offered of

EUR 53.00 (in %) Closing price, 3 September 2018 53.10 -0.2% Closing price, 13 July 2018 48.15 10.1% Three-Month Average Price 50.81 4.3% 52-week high as of 13 July 2018 (on 28 May 2018)

56.00 -5.4%

· On 3 September 2018, the last stock exchange trading day before the Executive Board and

the Supervisory Board resolved on the publication of this Opinion, the closing price was EUR 53.10. The consideration represents a 0.2% discount to this price.

· On 13 July 2018, the last stock exchange trading day prior to the publication of the

Bidder's decision to submit the Offer, the closing price was EUR 48.15. The consideration represents a 10.1% premium on this price.

· The Three-Month Average Price on 13 July 2018 – the last stock exchange trading day

prior to the publication of the Bidder's decision to submit the Offer – was EUR 50.81. The consideration represents a 4.3% premium on this price.


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· The highest closing price within the 52 weeks prior to 13 July 2018 was EUR 56.00. The

consideration represents a 5.4% discount to this price.

3.2.2 Comparison of the consideration with the analyst trading (not takeover) target share prices for the VTG Shares

The Executive Board and the Supervisory Board have also reviewed the available trading (not takeover) target prices of equity analysts for the VTG Shares and have calculated implied premiums or discounts compared to the consideration of EUR 53.00 per VTG Share. The calculations are based on the analyst assessments that were published prior to the date of the publication of the Bidder's decision to submit the Offer (i.e., prior to 16 July 2018), as well as the most recent available target prices of equity analysts published until 3 September 2018, the day before the Executive Board and the Supervisory Board resolved on the publication of this Opinion. The Executive Board and the Supervisory Board point out that these target prices are not directly comparable to the consideration because trading prices do not include the customary takeover and/or control premium. The Executive Board and the Supervisory Board also believe that the more recent target prices are of greater relevance because the Company has now published its figures for the first half year of 2018 and has also made significant progress regarding the consummation of the Nacco Acquisition.

Broker Target prices prior to 16 July 2018

Most recent reports – trading target prices

EUR Date EUR Date Bankhaus Lampe 61.00 10 July 61.00 28 August Metzler 59.00 23 May 59.00 18 July NordLB 58.00 22 May 61.00 15 August Kepler Cheuvreux 57.00 5 June 57.00 14 August Warburg 56.50 26 June 61.00 16 August Montega 53.00 22 May 53.00 17 July Hauck & Aufhäuser 52.00 22 March 60.00 15 August Baader Helvea 49.00 6 June 62.00 16 August HSBC 48.00 30 January 52.00 19 July Commerzbank 45.00 22 June ---* Berenberg 43.50 29 March ---* Average 52.91 58.44 Premium/(Discount) to the consideration offered of EUR 53.00 (in %)

0.2%

-9.3%

Median 53.00 60.00 Premium/(Discount) to the consideration offered of EUR 53.00 (in %)

0.0%

-11.7%

* Not shown because most recent reports show takeover target prices.


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· The target prices published prior to 16 July 2018 result in an average trading target price of

EUR 52.91 and a median target price of EUR 53.00. The consideration offered is EUR 0.09 above such average target price and corresponds exactly to the median target price.

· The most recent trading target prices result in an average target price of EUR 58.44 and a

median target price of EUR 60.00. The consideration offered is EUR 5.44 below such average target price (which corresponds to a 9.3% discount) and EUR 7.00 below such median target price (which corresponds to an 11.7% discount).

3.3 Comparison of the Offer with historical M&A transactions

The Executive Board and the Supervisory Board are of the opinion that the consideration offered reflects a discount in comparison with historical EBITDA multipliers achieved in comparable M&A transactions. The Executive Board and the Supervisory Board are of the opinion that the historical EBITDA multiplier of approximately 10x to be derived from the consideration (for calculation purposes, both the enterprise value and EBITDA of VTG were adjusted for the acquisition of the Nacco Group) is too low. The Executive Board and the Supervisory Board do not deem the M&A transactions occurred in recent years in the European wagon hire business (the acquisition of the Nacco Group by the CIT Group in 2014, the acquisition of AAE Ahaus Altstaetter Eisenbahn by VTG in 2014, and the acquisition of the Nacco Group by VTG in 2017) to be comparable (average historical EBITDA multiplier of approximately 9x), as all of those transactions were acquisitions of smaller market participants in the course of the consolidation of the wagon hiring industry, whereas the Offer made by the Bidder aims at the acquisition of the market leader in the European wagon hiring business.

Significantly higher historical EBITDA multipliers were achieved in recent years both in the European locomotive hiring business and in the most important German quasi-infrastructure transactions. One thing that all of these transactions have in common is that the takeovers were effected by infrastructural investors with a long-term outlook similar to MSIP that thus typically have similar yield requirements. The following transactions took place in the locomotive hiring business in the recent past:

· February 2016 (announcement of the transaction): acquisition of 50% of Akiem by Deutsche Asset Management group with a historical EBITDA multiplier of approximately 12x.


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· April 2017 (announcement of the transaction): acquisition of Beacon Rail Leasing by J.P.

Morgan Asset Management with a historical EBITDA multiplier of approximately 14.1x. In the most recent German quasi-infrastructure transactions (i.e., transactions of companies that are not engaged in infrastructure business in a narrower sense (e.g., core infrastructure such as roads), but that offer stable income with limited demand volatility) of companies holding a leading position in their respective industries that is similar to VTG's, the following transactions are of note:

· August 2015 (announcement of the transaction): acquisition of the Tank & Rast group by Allianz Capital Partners, Abu Dhabi Investment Authority, Munich Ergo Asset Management and OMERS Infrastructure Management with a historical EBITDA multiplier of approximately 15x.

· July 2017 (announcement of the transaction): acquisition of ista International by a joint venture consisting of Cheung Kong Infrastructure Holdings and Cheung Kong Property Holdings with a historical EBITDA multiplier of approximately 15x.

· March 2018 (announcement of the transaction): acquisition of 65% of Scandlines by First State Investments and Hermes Investment Management with a historical EBITDA multiplier of approximately 13x.

· May 2018 (announcement of the transaction): acquisition of Techem by Partners Group Holding, Caisse de Depot et Placement du Quebec and Ontario Teachers' Pension Plan with a historical EBITDA multiplier of approximately 14x.

3.4 Fairness Opinion

In addition to its own considerations concerning the financial fairness of the Offer, the Executive Board and the Supervisory Board have commissioned the Financial Adviser to prepare the Fairness Opinion. The Fairness Opinion is intended to help the Executive Board and the Supervisory Board in their respective separate assessments of the fairness of the consideration offered. In its Fairness Opinion, the Financial Adviser concludes that, subject to the statements and assumptions included in the Fairness Opinion, the consideration offered for each VTG Share is, as of the date of the Fairness Opinion (i.e., 4 September 2018), inadequate for the VTG Shareholders from a financial point of view. The Fairness Opinion is attached to this Opinion as Annex 1.


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The Executive Board and the Supervisory Board point out that the Fairness Opinion was provided solely for the information and assistance of the Executive Board or the Supervisory Board, as the case may be, in connection with their own assessment of the fairness of the consideration offered from a financial point of view. The Fairness Opinion is neither addressed to any third parties, nor intended to provide any protection to a third party. Third parties cannot derive any rights from the Fairness Opinion. No contractual relationship will arise in this context between the Financial Adviser on the one hand and any third party obtaining or reading the Fairness Opinion on the other hand. Neither the Fairness Opinion nor the engagement agreement underlying the Fairness Opinion will protect any third party or lead to an inclusion of any third party in the scope of protection provided by the Fairness Opinion or the engagement agreement. In particular, the Fairness Opinion is not directed to the VTG Shareholders and does not represent a recommendation by the Financial Adviser to the VTG Shareholders as to whether or not any VTG Shareholder should or should not accept the Offer. The consent by the Financial Adviser to the inclusion of the Fairness Opinion as an annex to this Opinion does not represent an expansion or addition to the group of persons to whom this Fairness Opinion is addressed, or who may rely on the Fairness Opinion, and does not lead to an inclusion of third parties in their scope of protection either. The Fairness Opinion also does not address the relative advantages and disadvantages of the Offer in comparison to other business strategies or transactions that might be available to the Company. Within the scope of its assessment of the fairness of the consideration offered by the Bidder from a financial point of view, the Financial Adviser performed certain analyses comparable to those performed in similar capital market transactions, as deemed appropriate in order to provide a sound basis for the Executive Board and the Supervisory Board to make their separate assessment of the fairness of the consideration offered from a financial point of view. In the process, the Financial Adviser based its analyses on a number of factors, assumptions, procedures, limitations and valuations as described in detail in the Fairness Opinion. The Financial Adviser based its analyses, among other aspects, on:

· the financial and other terms and conditions of the Offer as set out in the Offer Document;

· certain publicly available business and financial information of VTG;

· certain internal business and financial information as well as financial forecasts and other data pertaining to the business operations of VTG;

· meetings with VTG and its employees in which the past and present business operations of


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the Company, its financial position and results of operations, and their respective assessment of VTG's future prospects and business activities were discussed;

· publicly available business and financial information regarding the business environment in which VTG operates and regarding certain other companies deemed to be comparable;

· publicly available information on the financial terms and conditions of transactions deemed to be relevant;

· publicly available information on the development of the stock exchange price and of the trading volume of the VTG Shares;

· forecasts by equity analysts regarding the future development of VTG's financial position and their assessments regarding the target prices for the VTG Shares; and

· other finance-related reports, analyses and evaluations deemed expedient. The Executive Board and the Supervisory Board point out that the Fairness Opinion provided by the Financial Adviser is subject to certain assumptions and reservations and that, in order to understand the analyses on which the Fairness Opinion is based and its results, the Fairness Opinion must be read in its entirety. In particular, the Fairness Opinion provided by the Financial Adviser is based on the financial framework conditions and economic, monetary, market and other conditions at the time of the issuance of the Fairness Opinion, as well as the information available to the Financial Adviser at that time. Subsequent developments could have an impact on the assumptions made in connection with the preparation of the Fairness Opinion and on the results therein. The Financial Adviser is under no obligation to update its Fairness Opinion with regard to events, or to correct or to confirm it based on circumstances, developments or events occurring after the date of issuance of the Fairness Opinion. The Financial Adviser has also assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available and that was supplied or otherwise made available to it by the Company and that formed a substantial basis for the Financial Adviser's assessment. Regarding information about the Bidder, the Financial Adviser solely relied on publicly available information. The Financial Adviser assumed that any financial projections have been reasonably prepared on the basis of the Executive Board's best currently available estimates and judgments regarding the future financial performance of the Company. In addition, the Financial Adviser assumes that the proposed Transaction will be consummated in accordance with the terms set forth in the Offer Document without any delay and without any waiver or amendment of any terms or conditions. It was assumed, in particular, that in connection with


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obtaining all governmental, regulatory or other approvals and consents of any third party required for the proposed Transaction, no delays will occur and no limitations, restrictions or conditions will be imposed that might have material adverse effects on the benefits expected to be derived from the proposed Transaction. The analyses underlying the Fairness Opinion are in each case based on methods as typically applied by investment banks in comparable corporate transactions. The Fairness Opinion does not constitute a valuation opinion (Wertgutachten) of the type that is typically prepared by qualified auditors. The Fairness Opinion also does not comply with the standards for such valuation opinions as they are established by the Institute of Certified Public Accountants in Germany (Institut der Wirtschaftsprüfer in Deutschland e.V., "IDW") (for corporate valuations according to IDW S 1; for the preparation of fairness opinions according to IDW S 8). A fairness opinion of the type issued by the Financial Adviser differs in important respects from a corporate valuation issued by a qualified auditor as well as from corporate valuations in general. The Financial Adviser has not made any statement as to the necessity of obtaining a valuation opinion by a qualified auditor. Furthermore, the Financial Adviser did not assess the solvency of the Company or the Bidder, nor was the Financial Adviser instructed to do so. The Financial Adviser has not made any independent valuation of the assets and liabilities of the Company or the Bidder, nor was the Financial Adviser provided with any independent valuation of the assets and liabilities of the Company other than the documents explicitly specified in the Fairness Opinion. Moreover, the Financial Adviser neither performed a physical inspection of the properties or the facilities of the Company or the Bidder, nor did the Financial Adviser assume any obligation to do so. Furthermore, the Financial Adviser has not provided an opinion as to whether the terms of the Offer including the offer price comply with the requirements of the WpÜG, or meet other statutory requirements. For its services in connection with the Offer, the Financial Adviser receives compensation from the Company that is customary in the market and that depends on the outcome of the Transaction and on the consideration; the results contained in the Fairness Opinion have no influence on the amount of this compensation. It is noted that the Financial Adviser and/or the companies affiliated with it each maintained in the past, currently maintain or will maintain in the future, other business relationships with VTG, the Bidder, their respective shareholders or their respective affiliated companies, for which the Financial Adviser has received or may receive fees or reimbursements of expenses. The Financial Adviser and/or its affiliated companies are also active in securities trading which may result in the Financial Adviser purchasing, holding or selling securities of any type of the Company, the Bidder, the shareholders of the Company or the Bidder or their respective


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affiliated companies for the Financial Adviser's own account or for the account of any third party. It is possible that the Financial Adviser and its affiliated companies may in the future provide advisory services to the Company or to any other party to the Transaction and that they may receive fees for such services. The Financial Adviser and/or its affiliated companies may be engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities and proprietary trading. They act as a service provider for investors and corporate and private customers, provide asset and investment management, financing and financial advisory services and other commercial services and offer products to a wide range of companies, governments and individuals. In the ordinary course of business, the Financial Adviser and/or its affiliated companies may on a principal basis or on behalf of customers enter into, or manage funds that enter into, hold, finance or trade long or short positions or otherwise effect transactions in equity or debt securities or financial instruments (including derivatives, bank loans or other obligations) of VTG, Warwick Holding GmbH and their respective affiliated companies. In the past, the Financial Adviser acted, in particular, as a financial adviser to VTG in connection with other transactions and received fees for its services provided in this respect.

3.5 Overall assessment of the fairness of the consideration

The Executive Board and the Supervisory Board have diligently and thoroughly analyzed and assessed the fairness of the consideration offered by the Bidder. Taking into account the aforementioned aspects, the overall circumstances of the Offer and the result of the Fairness Opinion – which the Executive Board and the Supervisory Board intensively discussed in their meetings that were held as telephone conferences on 20, 24, and 30 August 2018 as well as on 4 September 2018, in which they also satisfied themselves of the plausibility of the approach, the statements and assumptions made and the methods and analyses used – the Executive Board and the Supervisory Board consider the consideration of EUR 53.00 per VTG Share offered by the Bidder to be inadequate from a financial point of view, as of the date of this Opinion, for the following reasons:

· Based on fundamental valuation analyses, the Executive Board and the Supervisory Board are of the opinion that, for the shareholders, the consideration offered does not adequately reflect the fundamental value of the Company that VTG is capable of generating as an independent company.

· The consideration does not contain a customary control premium and is lower than the most recent target prices quoted by analysts.

· The Executive Board and the Supervisory Board are of the opinion that the consideration

VI. OBJECTIVES AND INTENTIONS OF THE BIDDER AND FORESEEABLE CONSEQUENCES OF A SUCCESSFUL

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offered corresponds to a valuation of VTG at a significant discount compared to the multipliers paid for comparable quasi-infrastructure companies in the current market environment.

· In its Fairness Opinion, the Financial Adviser deems the consideration offered to be inadequate from a financial point of view on the basis of the assumptions made and the limitations existing.

The Executive Board and the Supervisory Board provide neither an estimate of the value of VTG determined by applying the discounted earnings method in accordance with the IDW S 1 valuation standard nor any assessment as to whether a higher or lower amount than the total value or the offer price ("Compensation Payments") would possibly have to be determined, or will be determined in the future, within the scope of a statutorily prescribed adequate compensation, for example within the context of a domination and profit transfer agreement, a possible delisting of the VTG Shares, a possible squeeze-out, a merger or any other possible transformation measure. Compensation Payments will be calculated based on the enterprise value of VTG and are subject to monitoring by the courts in the course of appraisal rights proceedings (Spruchverfahren). In this respect, it also has to be taken into consideration that in the course of judicial proceedings, an assessment based upon other methods of valuation could possibly result in a higher or lower value. In particular, the methods applied to determine Compensation Payments differ from the methods typically applied by investment banking companies in connection with a takeover offer to determine the fairness of the consideration from a financial point of view. Against this background, the Executive Board and the Supervisory Board expressly point out that VTG Shareholders who have already tendered or will tender their VTG Shares will have no claim to payment of the difference between the value of the consideration offered and any Compensation Payment should the Compensation Payments actually exceed the value of the consideration offered, even if such measure occurs within one year of the final announcement in accordance with section 23 para. 1 sentence 1 no. 2 WpÜG (cf. section 31 para. 5 sentence 2 WpÜG).

VI. OBJECTIVES AND INTENTIONS OF THE BIDDER AND FORESEEABLE CONSEQUENCES OF A SUCCESSFUL OFFER

1. Objectives and intentions of the Bidder as set out in the Offer Document

In the Offer Document, the Bidder describes its intentions with regard to VTG. The objectives and intentions of the Bidder, which are set out hereinafter in sections VI.1.1 and VI.1.2 of this Opinion, are outlined in more detail in sections 7 and 8 of the Offer Document. The Executive Board and the Supervisory Board expressly point out that the objectives and intentions set forth in the following are based exclusively on the information so provided by the Bidder. The Executive Board's and the


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Supervisory Board's valuation is set out in section VI.2 of this Opinion. The foreseeable consequences of a successful Offer are described below in sections VI.3 and VI.4 of this Opinion.

1.1 Economic and strategic background of the Bidder's Offer

According to the Offer Document, the Bidder's investment in VTG is a financial investment in line with MSIP's investment strategy. MSIP thus makes investments in diverse infrastructure assets predominantly in OECD member countries with a long-term investment horizon. The Bidder's decision to submit the Offer was taken in connection with the opportunity to acquire a stake of 20.41% in VTG currently held by Kühne Holding AG. Kühne Holding AG has signed the Irrevocable Undertaking to tender its VTG Shares into the Offer (see section 5.6 of the Offer Document and section III.3 of this Opinion). According to information provided by the Bidder, the latter considers itself as a partner of the Executive Board of VTG, providing assistance in the ongoing implementation of strategic decisions, in accelerating the implementation of the Executive Board's agenda and in helping VTG to successfully navigate the next phases of its development following the Nacco Acquisition. The Bidder does not have any business operations of its own. Therefore, no synergies can be leveraged from a successful completion of the Offer neither by the Bidder itself nor by the Other Controlling Persons or by VTG. Should the Bidder gain control over VTG within the meaning of section 29 para. 2 WpÜG as a result of the Offer by reaching or exceeding the notifiable 30% threshold of voting rights, the Bidder and the Other Controlling Persons are not obligated to launch a mandatory offer to the VTG Shareholders pursuant to section 35 para. 3 WpÜG. Due to the Irrevocable Undertaking concluded with Kühne Holding AG, the Bidder assumes that it will likely acquire control over VTG within the meaning of section 29 para. 2 WpÜG in case of a successful completion of the Offer.

1.2 Intentions of the Bidder and the Other Controlling Persons

According to the Offer Document, the Bidder may – depending on its shareholding in VTG after completion of the Offer – adjust its corporate purpose as stated in its articles of association, which is currently the holding and the management of participations in other companies. A potential change of the corporate purpose is intended to reflect a more active role of the Bidder as investor.


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According to the information provided in the Offer Document, except for the foregoing, the Bidder or the Other Controlling Persons, to the extent affected by the Offer, do not have any intention to change the corporate purpose, the future operational business, the registered office and the location of material parts of companies, the use of assets, future obligations, the employees' employment conditions, the existing employee representative bodies or the members of the corporate bodies or initiate any material alterations of the employment conditions of the Bidder or the Other Controlling Persons (for a possible merger of VTG with and into the Bidder following completion of the Offer see the following paragraphs and section 15.5.1 of the Offer Document). In the Offer Document, the Bidder sets forth the following intentions (for more details reference is made to section 8 of the Offer Document):

· According to the information provided by the Bidder, the Bidder believes that VTG pursues a successful business strategy and that it intends to further develop VTG's current strategy by assisting the Executive Board of VTG in the context of the clearly defined strategy and value creation plan for the VTG 4.0 development phase (see section V.3.1 above). In line with this current strategy of VTG, the Bidder aims at realizing the full potential of VTG through organic growth, innovation, operational efficiency improvements and selected acquisitions in relevant markets. The Bidder intends to support long-term growth and future competitiveness, for example by way of digitization and predictive maintenance.

· The Bidder intends – according to the Offer Document – to closely cooperate with VTG in the refinancing of the VTG Group if any financing instruments of VTG are terminated or otherwise become due for repayment as a result of the successful completion of the Offer (for the various financing instruments that include change of control provisions see section 8.1 of the Offer Document). The Bidder does not intend to push down debt to VTG or change the leverage profile of VTG.

· The Bidder has no intention of changing the current Executive Board of VTG.

· The Bidder intends to be represented on the Supervisory Board of VTG in a manner that appropriately reflects its shareholding after completion of the Offer. The Bidder states that it acknowledges that the Supervisory Board has to comprise a sufficient number of independent members, as recommended by the German Corporate Governance Code.

· The Bidder further intends to engage in a constructive dialogue with all of VTG's employees and employee representatives, and to assist VTG in maintaining and developing an attractive framework to retain an excellent employee base. In particular, the Bidder


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intends to continue "VTG RailTrain", which is VTG's training program for young adults with special educational support needs. Besides, according to the Bidder's own statements, it does not intend to work towards the dismissal of employees or towards changes in their employment conditions or in the current employee representation at operations level and/or company level at the VTG Group.

· The Bidder has no intention to cause VTG or its subsidiaries to initiate or otherwise assist in measures aimed at changing or abandoning the corporate name "VTG Aktiengesellschaft" or changing its corporate seat (Satzungssitz) or headquarters (Hauptverwaltung), both currently located in Hamburg, Germany. The Bidder has no intention to cause VTG to change the location of its German sites or other locations of key parts of VTG's business or the key activities performed at such sites.

Depending on the size of the shareholding of the Bidder in VTG after successful completion of the Offer as well as the economic situation and regulatory framework at the time, the Bidder, according to information provided by itself, intends to review any one or more of the following measures (for further details reference is made to sections 8.5.1 to 8.5.4 of the Offer Document):

· If, after successful completion of the Offer, the Bidder holds at least 75% of the then outstanding VTG Shares, the Bidder intends, according to information provided in the Offer Document, the effectuation of a domination and/or profit transfer agreement with VTG pursuant to sections 291 et seqq. AktG. The Bidder could secure, under certain circumstances, the majority of the votes in the target company's general meeting that is necessary to obtain consent to such an agreement even if the Bidder holds less than 75% of the then outstanding VTG Shares following successful completion of the Offer (see section 15.4 of the Offer Document in this regard). However, according to information provided by it, the Bidder does not need to rely on the conclusion of a domination and/or profit transfer agreement for the financing of the Offer or for other purposes. As a consequence of the conclusion of such an agreement, the remaining VTG Shareholders would have limited rights, including a limited ability to participate in the profit of VTG. In this case, VTG Shareholders who did not tender their shares into the Offer may elect to either (i) continue to hold their VTG Shares and be entitled to an adequate annual compensation pursuant to section 304 AktG or (ii) to sell their VTG Shares to the Bidder and to receive adequate cash compensation pursuant to section 305 para. 2 no. 3 AktG. The value of the adequate cash compensation might be lower or higher than, or equal to, the value of the offer consideration.

· If, after successful completion of the Offer, the Bidder holds at least 75% of the outstanding VTG Shares, the Bidder intends to assess, according to information provided


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by itself, the effectuation of a merger of VTG with and into the Bidder under the German Transformation Act (Umwandlungsgesetz, "UmwG"). The Bidder, under certain circumstances, could secure the necessary majority of the votes in VTG's general meeting even if the Bidder holds less than 75% of the then outstanding VTG Shares following successful completion of the Offer (see section 15.4 of the Offer Document). As a result of a merger with and into the Bidder, VTG would cease to exist. VTG Shareholders who did not sell their shares under the Offer would become shareholders of the Bidder, whose shares (shares in a private limited liability company (Gesellschaft mit beschränkter Haftung)) are not listed on a stock exchange and are illiquid. VTG Shareholders who formally object to the merger in the General Meeting resolving on the merger would be entitled to sell their VTG Shares to the Bidder and to receive adequate cash compensation pursuant to section 29 para. 1 sentence 1 UmwG. The value of the adequate cash compensation might be lower or higher than, or equal to, the value of the offer consideration.

· If, after successful completion of the Offer, the Bidder reaches the respective thresholds (see section 15.5 of the Offer Document), the Bidder intends to assess, according to information provided by itself, the effectuation of a transfer to the Bidder of the VTG Shares held by the remaining VTG Shareholders (squeeze out). The Bidder may also reach these thresholds at a later time through acquisitions of VTG Shares on or off a stock exchange. The conditions for the demand of a transfer to the Bidder of VTG Shares which are held by the remaining VTG Shareholders as well as further details are set out in section 15.5 of the Offer Document. The value of the compensation to be paid to the exiting VTG Shareholders could correspond to the offer consideration, but could also be lower or higher.

· Against the background of the contemplated increase of the Bidder's holding in the context of the Offer and the further limitation to the trading volumes of VTG Shares at the stock exchanges associated therewith, it is the intention of the Bidder, according to information provided in the Offer Document, following completion of the Offer and taking into consideration the related advantages and disadvantages, to assess the coordination of a delisting (see section 15.3 of the Offer Document in this regard) with the Executive Board of VTG. Following a delisting, trading of the VTG Shares on the regulated market would be discontinued, which could make VTG Shares effectively illiquid. A delisting would also terminate the comprehensive notification and reporting obligations of VTG as a listed company. A delisting requires VTG, the Bidder or any third party acting as the bidder to make a formal acquisition offer to all remaining holders of VTG Shares in accordance with the provisions of the WpÜG and the German Stock Exchange Act (Börsengesetz). Such an offer must not be made subject to any conditions. Following such an offer, a delisting


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could be effected by way of an application by VTG for revocation of the admission filed with the Management Board of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and the board of management of any other relevant stock exchange. The consideration in such an offer must be in cash only. The value of such consideration might be lower or higher than, or equal to, the value of the offer consideration.

2. Evaluation of the objectives and intentions of the Bidder and the Other Controlling Persons

The Executive Board and the Supervisory Board have reviewed the objectives and intentions with respect to VTG that the Bidder specified in the Offer Document. The assessment by the Executive Board and the Supervisory Board of the objectives and intentions of the Bidder and the Other Controlling Persons is set forth below:

· The Executive Board and the Supervisory Board welcome the Bidder's intention to further develop and contribute to VTG's current strategy. Likewise, they welcome the Bidder’s intention, according to its own statements, to support long-term growth and future competitiveness, for example by way of digitization and predictive maintenance. Past years have shown that VTG's strategy is very successful. In addition to the significant previous expansion of its European business, VTG also succeeded in tapping into new wagon hiring markets (e.g., in North America and Russia) and to establish scalable rental platforms. In the coming years, in addition to the integration of the Nacco Group (whose acquisition is scheduled to be closed in October 2018), synergies are planned to be leveraged and the digitization effort is also pending, as are additional capital expenditures for maintaining and expanding the wagon fleet and for expanding the logistics business. All of the above will contribute, in the view of the Executive Board and the Supervisory Board, to successfully continuing VTG's business strategy. The Executive Board and the Supervisory Board strongly believe that the Company's strategy is appropriate to create long-term value for the Company and its shareholders and to further expand VTG's market position in Europe as well as in North America and Russia.

· The Executive Board and the Supervisory Board welcome the Bidder's intention to cooperate closely with VTG in refinancing the VTG Group. Similarly, the Executive Board and the Supervisory Board welcome the fact that the Bidder does not intend to push down debt to VTG or to change VTG's leverage profile. As has been correctly noted by the Bidder, VTG's capital-intensive business requires high investments in its wagon fleet. The past acquisitions of existing fleets that particularly accelerated growth and increased value have regularly further increased the need for funding to a significant extent and were secured by utilizing a variety of instruments, some of which are capital market instruments.


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These investments will also be funded with debt capital using various financing instruments. In this context, the existing financing strategy of VTG has always served to secure the Company's liquidity successfully and on favorable terms. As a consequence, there is no reason to change the financing strategy. The Executive Board and the Supervisory Board assume that the creditors, most of whom are entitled to terminate the agreements for the financing made available by them in the event of successful completion of the Offer, will exercise their termination rights in only a few exceptional cases, if at all. The Executive Board and the Supervisory Board welcome that, in this context, the Bidder has also signaled its willingness to cooperate in the event that substitute financing arrangements become necessary. The Executive Board and the Supervisory Board point out, however, that substitute financing arrangements of this kind may involve additional costs and that securing such substitute financing arrangements may take a considerable amount of time.

· The Executive Board and the Supervisory Board welcome the Bidder's intention not to cause any changes to the current Executive Board. The members of the current Executive Board are all proven experts in the industry that is relevant for the Company, and some of them have been members of the Executive Board of VTG, and/or the executive board of a company taken over by VTG, for a very long time. The CEO and the CFO of the Company have been members of VTG's Executive Board for almost 15 years and have been with VTG for approximately 23 years, and they have helped shape the successful business development that has taken place in the last two decades. With the exception of the planned retirement of Dr. Kai Kleeberg from VTG with effect from the end of 2018 there is no intention to change the composition of the Company's Executive Board. Mark Stevenson, who has been a member of VTG's Executive Board since 2015 and, prior to that, gained more than 20 years' experience acting as CFO and CEO of Ahaus Alstätter Eisenbahn Holding AG (AAE), is to replace Dr. Kai Kleeberg as CFO as of Dr. Kleeberg's retirement date. Maintaining the current composition of the Executive Board under its current long-standing CEO will ensure that VTG's successful strategy will be continued going forward.

· The Executive Board and the Supervisory Board welcome the Bidder's announcement that the Supervisory Board will comprise a sufficient number of independent members also going forward. Regrettably, the Bidder has failed to provide more detailed information about the number of independent members. Considering the current number of Supervisory Board members, the Supervisory Board thinks it is beneficial for the Company and its stakeholders if the Supervisory Board were to have not less than three independent members – including its chairman – also going forward. The Bidder's imprecise statement to the effect that it intends to be represented "in a manner which appropriately" reflects its shareholding after completion of the Offer leaves room for interpretation.


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· The Executive Board and the Supervisory Board welcome the Bidder's intention to engage

in a constructive dialogue with VTG's employees and works councils. The Executive Board and the Supervisory Board also find it positive that the Bidder specifically highlights and intends to continue "VTG RailTrain", VTG's training program for young adults. The Executive Board and the Supervisory Board strongly believe that the motivated, loyal and qualified employees of VTG were, and continue to be, a key driver of VTG's long-term success. To ensure that this is the case also going forward, the Company, as part of its strategy, offers a multitude of regular traineeships, further education and training initiatives as well as individual support schemes and pursues a number of projects in addition to the "VTG RailTrain" training program referred to by the Bidder in order to ensure that the Company continues to be seen as an attractive employer in the market and continues to be able to attract, and retain in the long term, highly qualified and motivated staff. The Executive Board and the Supervisory Board also consider it positive that the Bidder, according to information it has provided, does not intend to work towards the dismissal of employees or towards changes in their employment conditions or in the current employee representation at operational level and/or company level at the VTG Group.

· According to the information provided in section 8.4 of the Offer Document, the Bidder has currently no intention to change the corporate name, the corporate seat (Satzungssitz) or the headquarters (Hauptverwaltung). Likewise, the Bidder has no intention to change the location of VTG's German sites or other locations of key parts of VTG's business or the key activities performed at such sites. The Executive Board and the Supervisory Board welcome the Bidder's statement that it does not intend to make any changes in respect of the above. VTG's corporate name is well-established and inextricably linked to the Company's success story. Changing VTG's corporate name would not benefit the Company. Maintaining VTG'S corporate seat and the locations of the headquarters and key parts of VTG's business is equally important to secure the stability that is indispensable for the long-term success of the business.

· According to section 8.5.1 of the Offer Document, the Bidder intends to assess the conclusion of a domination and/or profit transfer agreement with VTG. The Bidder also points out, however, that it does not rely on the conclusion of a domination and/or profit transfer agreement for the financing of the Offer or for any other reasons. As has been correctly noted by the Bidder in section 8.5.1 of the Offer Document, the remaining VTG Shareholders who do not accept the Offer would retain only limited rights, including a limited ability, to participate in the profits of VTG. In this case, the remaining VTG Shareholders would be entitled either to receive annual compensation pursuant to section 304 AktG or to exchange their VTG Shares and receive adequate cash


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compensation pursuant to section 305 para. 2 no. 3 AktG, the value of which may be equal to, higher or lower than the value of the offer consideration. In any case, the VTG Shareholders would then no longer be able to participate in VTG's business performance to the same extent as before. For this reason, the Executive Board and the Supervisory Board oppose the conclusion of a domination and/or profit transfer agreement because it would not be beneficial for either the Company or the remaining VTG Shareholders. VTG Shareholders who, by purchasing VTG Shares, place their trust in the Company must be able to participate in VTG's business performance adequately. The conclusion of a domination and/or profit transfer agreement would prevent this.

· According to section 8.5.2 of the Offer Document, the Bidder intends to assess a merger of VTG into the Bidder under the German Transformation Act. As has been correctly noted by the Bidder, this would mean that VTG would cease to exist. According to the Offer Document, the VTG Shareholders who are still VTG Shareholders at the time of the merger would become shareholders of the Bidder and would thus hold shares in a private limited liability company that are not listed on a stock exchange and may therefore be illiquid. VTG Shareholders who formally object to the merger in the general meeting resolving on the merger would be entitled to exchange their VTG Shares and to receive appropriate cash compensation. The value of the cash compensation might be lower or higher than, or equal to, the value of the offer consideration. Since a merger into the Bidder would result in VTG ceasing to exist as a separate legal entity, the Executive Board and the Supervisory Board are critical of this particular intention. The Executive Board and the Supervisory Board doubt that VTG will benefit from being integrated into an external business organization. In addition, for VTG, a merger would also mean that its shares would no longer be listed. In this respect, the considerations in the two following paragraphs dealing with a squeeze out and delisting also apply here.

· The Executive Board and the Supervisory Board oppose the intention suggested by the Bidder in sections 8.5.3 and 15.5 of the Offer Document to assess the implementation of a squeeze out if, following completion of the Offer, the Bidder directly or indirectly holds the required number of VTG Shares. As has been correctly noted by the Bidder, a squeeze out would lead to a delisting of the VTG Shares. The Executive Board and the Supervisory Board believe that the listing may improve VTG's ability to raise finance and may promote its corporate purpose. Delisting the VTG shares could adversely affect VTG's ability to raise finance from the capital markets and, in particular, limit VTG's potential growth prospects, for example if large-scale value-adding growth opportunities open up in the future. This would eliminate a potential source of funding for VTG without an equivalent substitute so that VTG would become more dependent on the credit markets and the capabilities of the major shareholders than before.


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· According to the information provided in the Offer Document, it is the intention of the

Bidder, following completion of the Offer, to assess the coordination of a delisting with the Executive Board of VTG. In the event of a delisting, the same considerations as set forth above with respect to a delisting in relation to a squeeze out would apply. The Executive Board and the Supervisory Board do not believe that a delisting would be beneficial to VTG's future business development. According to the Bidder's own statement, a delisting would make VTG Shares illiquid. The Executive Board and the Supervisory Board believe that the mere statement of the Bidder that a delisting would terminate the comprehensive notification and reporting obligations of VTG as a listed company does not outweigh the disadvantages of a delisting. VTG has been listed since 2007. The Company has benefitted from its listing since 2007 and has earned itself an excellent reputation in the capital markets. In particular, the Executive Board and the Supervisory Board believe that the vast majority of experienced institutional investors have the ability to understand and accurately assess VTG's business model and its key drivers of success. VTG has now been fulfilling the stringent notification and reporting obligations of listed companies for more than ten years. Therefore, the Company has extensive expertise with regard to fulfilling these obligations. Fulfillment is ensured both in organizational terms and in terms of staff. The advantages of a listing more than outweigh the disadvantages, all the more so since, irrespective of a listing, VTG's providers of debt capital require the submission of comprehensive information that will need to continue to be submitted even in the event of a delisting.

3. Expected financial impact of a successful Offer

3.1 Financing

VTG and its subsidiaries are parties to various financing agreements providing for different legal consequences in the event that one or more persons acting in concert acquire(s) the majority of the shares in VTG and/or of the voting rights at the general meeting of VTG.

3.1.1 Existing financing arrangements

· Syndicated loan agreement: On 9 December 2015, VTG, acting as the guarantor, and its subsidiaries, VTG Finance S.A., VTG Deutschland GmbH, AAE RailFleet S.à r.l. and AAE RaiLease S.à r.l., acting as borrowers, concluded a syndicated loan agreement with a consortium of banks led by KfW IPEX-Bank GmbH and UniCredit Bank AG (the "Syndicated Loan Agreement"). Under the Syndicated Loan Agreement, the lending


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banks have made available to the borrowers various credit facilities in the total amount of EUR 1,180,000,000. The individual credit facilities have different terms. The facility with the longest term becomes due for repayment in December 2022. In the event that one or more persons acting in concert acquire(s) more than 50% of the voting shares in VTG, each lender is entitled to give notice of termination of its loan commitments within 30 days of being notified by VTG of the occurrence of a change of control event and to demand repayment of its share in the loans outstanding under the Syndicated Loan Agreement.

· USPP Notes: Under the Note Purchase Agreement dated 29 April 2011 (last amended on

8 June 2017), VTG Deutschland GmbH issued several tranches of a bond by way of a private placement to institutional investors in the USA (the "USPP Notes"). The USPP Notes currently comprise a tranche of EUR 170,000,000 due 6 May 2021, a tranche of EUR 150,000,000 due 6 May 2023 and a tranche of EUR 130,000,000 due 6 May 2026. If one person, or several persons acting in concert, acquire(s) more than 50% of the voting shares in VTG and if, in addition, certain other requirements specified in the aforementioned Note Purchase Agreement have been met (which include, inter alia, a scenario in which the USPP Notes have not been rated by S&P or Moody's upon expiration of a period of 90 days after the occurrence of the change of control event), VTG Deutschland GmbH must offer to the holders of the USPP Notes early redemption of the USPP Notes held by them. In this case, the redemption amount equals 100% of the nominal amount of the USPP Notes outstanding from time to time plus any accrued and unpaid interest thereon, and possibly plus the costs for or, as the case may be, less the income from, the early termination of the currency hedging transactions entered into by the respective noteholder with regard to the USPP Notes held by such noteholder. If the respective holder of the USPP Notes accepts the early redemption offer, the USPP Notes must be redeemed within 45 days after submission of the redemption offer to the holders of the USPP Notes.

· AAE RaiLease Notes: AAE RaiLease S.à r.l., an indirect subsidiary of VTG, issued three

tranches of registered notes under the Note Purchase Agreement of 26 November 2012 (last amended on 8 June 2017) in the total amount of EUR 180,000,000 (the "AAE RaiLease Notes"). The first tranche of EUR 100,000,000 matures on 30 November 2022. The two other tranches in the amount of EUR 40,000,000 each become due on 30 November 2018. Under the terms of the Note Purchase Agreement, the issuer is obligated to offer to the holders of the AAE RaiLease Notes early redemption of the AAE RaiLease Notes at 100% of their nominal amount plus any accrued and unpaid interest thereon if one person or several persons acting in concert acquire(s) more than 50% of the voting shares in VTG. If the respective holder of the AAE RaiLease Notes accepts the


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early redemption offer, the AAE RaiLease Notes must be redeemed within 45 days after submission of the redemption offer to the holders of the AAE RaiLease Notes.

· Hybrid Bond: On 26 January 2015, VTG Finance S.A., an indirect subsidiary of VTG,

issued a hybrid bond in the total amount of EUR 250,000,000 (the "Hybrid Bond"). The Hybrid Bond is admitted to trading on the Luxembourg Stock Exchange. The obligations of VTG Finance S.A. under the Hybrid Bond are secured by way of a subordinated guarantee provided by the Company. The Hybrid Bond has no final maturity date. Until the first call date on 26 January 2020, interest at a fixed rate of 5.00% p.a. will be paid on the Hybrid Bond. VTG Finance S.A. may first call and redeem the Hybrid Bond (in whole but not in part) on 26 January 2020. If a change of control event occurs, VTG Finance S.A. may redeem the Hybrid Bond early at par plus any accrued and unpaid interest thereon (including any interest previously deferred). According to the terms and conditions of the Hybrid Bond, a change of control event is deemed to have occurred if one person or several persons acting in concert acquire(s) more than 50% of the voting shares in VTG and if VTG, upon expiration of a period of 180 days after the consummation of a transaction that has triggered a change of ownership in VTG, has not been assigned a long-term rating of "BBB-" or higher by S&P or Fitch, or "Baa3" or higher by Moody's, or an equivalent rating by another rating agency. VTG Finance S.A. may determine itself the redemption date in the notice in which it informs the bondholders of the occurrence of the change of control event (change of control notice), which date must fall not less than 45 and not more than 60 days after publication of the change of control notice. If, upon the occurrence of a change of control event, VTG Finance S.A. does not exercise its right to redeem the Hybrid Bond early, the applicable rate of interest of the notes will be increased by 5.00 percentage points p.a.

· Current account facility agreement: The agreement concluded on 19 June 2018 between

VTG Finance S.A. and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main ("DZ Bank") (the "Current Account Facility Agreement") for a current account facility of EUR 20,000,000 contains a provision pursuant to which DZ Bank may terminate the Current Account Facility Agreement for cause if one person or several persons acting in concert acquire(s) more than 50% of the shares or voting rights in VTG and if VTG Finance S.A. and DZ Bank fail to reach agreement on the continuation of the facility agreement on modified terms and conditions, if necessary, within one month after the occurrence of the change of control event.


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3.1.2 Financing arrangements for the Nacco Acquisition

· Nacco Bond: On 30 June 2017, VTG concluded a Subscription Agreement (last amended on 11 July 2018) with Crédit Agricole Corporate Investment Bank ("CA-CIB") under which CA-CIB undertook to acquire notes in the nominal amount of EUR 275,000,000 (the "Nacco Bond") on the date of consummation of the Nacco Acquisition. The net proceeds from the issue of the Nacco Bond are intended to be used to finance the purchase price for the Nacco Acquisition. The Nacco Bond pays interest at a rate that is the sum of the reference rate for the respective interest period (3-month EURIBOR) and the margin specified in the terms and conditions of the Nacco Bond. The margin initially amounts to 5.70% p.a.; it is increased to 10% p.a. as from the start of the 7th month after the issue date and to 12.00% p.a. as from the start of the 13th month after the issue date. The notes issued under the Nacco Bond do not have a final maturity date. VTG may redeem the Nacco Bond at any time by giving not less than 15 and no more than 60 days' notice. Furthermore, VTG may redeem the Nacco Bond upon the occurrence of a change of control event. According to the terms and conditions of the Nacco Bond, a change of control event is deemed to have occurred if one person or several persons acting in concert acquire(s) more than 50% of the voting rights in VTG. VTG must give notice to the holders of the Nacco Bond of the occurrence of a change of control event within 15 days. In this notice, VTG must also inform the holders of the Nacco Bond whether or not VTG intends to redeem the Nacco Bond. If VTG opts for redemption, the Nacco Bond will be redeemed at par plus any accrued and unpaid interest thereon (including any interest previously deferred) on the date determined by VTG in the redemption notice, which date must fall not more than 45 days after publication of the redemption notice. If, after the occurrence of a change of control event, VTG does not give notice of redemption within the notice period stipulated, or if VTG decides not to redeem the Nacco Bond, the applicable margin will be increased by 5.00 percentage points p.a. as from the time of effectiveness of the change of ownership that triggered the change of control event. The Nacco Bond is intended to be refinanced in the foreseeable future, but in any case only after expiration of the Acceptance Period of the Offer, through the capital market (for example by way of a capital increase) (in this respect, see also section IV.5.3. of this Opinion).

· Nacco Loan Agreement: In addition, on 30 June 2017, VTG and its subsidiary, VTG Rail Assets GmbH, agreed with CA-CIB on a Financing Undertaking for the purpose of financing the Nacco Acquisition, under which CA-CIB undertook to conclude a loan agreement with CIT Rail Holdings (Europe) SAS, acting as the borrower, on the date of consummation of the Nacco Acquisition (the "Nacco Loan Agreement") for a senior loan (amortisierende Terminfazilität) in the amount of up to EUR 450,000,000, and to disburse the loan proceeds once the conditions precedent for disbursement as specified in the loan


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agreement have been met. The loan amount is to be used to repay existing shareholder loans that were granted to Nacco Group companies by shareholders of the selling CIT Group. The Nacco Loan Agreement has a term of three years starting from the date of its signing. The Nacco Loan Agreement provides, inter alia, that each lender which has made a loan commitment under the Nacco Loan Agreement is to have a termination right in the event that one person or several persons acting in concert acquire(s) more than 50% of the voting rights in VTG. In the event that such a change of control event occurs, each lender is entitled to give notice of termination of its loan commitments within 30 days of being notified by VTG of the occurrence of a change of control event and to demand repayment of its share in the loans outstanding under the Syndicated Loan Agreement.

3.1.3 Impact on the financing arrangements if the Offer is accepted by the VTG Shareholders

As a result of the completion of the Offer – subject to fulfillment of certain additional requirements, as applicable –, the creditors under the various financing arrangements described above will be entitled to terminate the relevant financing instrument or – in the case of the Hybrid Bond and the Nacco Bond – the applicable rate of interest will increase if the respective issuer does not exercise its early redemption right triggered by the change of control event. As a result of the early termination or redemption of the relevant financing instrument, the VTG Group may face significant and, in certain circumstances, short-term refinancing requirements. If the applicable rate of interest were to increase, the current cost of funds of the VTG Group could increase significantly. In order to avoid these consequences, the Executive Board has approached the lenders under the Syndicated Loan Agreement and the Nacco Loan Agreement as well as the holders of the USPP Notes and the AAE RaiLease Notes, requesting them to waive their termination rights in connection with the change of control event. The Executive Board currently assumes that the lenders under the Syndicated Loan Agreement and the Nacco Loan Agreement as well as the majority of the holders of the USPP Notes and the AAE RaiLease Notes will waive redemption and repayment on account of the completion of the Offer. This, however, cannot be guaranteed at this stage. The Executive Board and the Supervisory Board acknowledge that, according to section 8.1 of the Offer Document, the Bidder intends to cooperate closely with VTG on the refinancing of the VTG Group if, contrary to the expectations of the Executive Board and the Supervisory Board, existing financing instruments are terminated or otherwise become due for redemption as a result of the successful completion of the Offer. The Executive Board and the Supervisory Board point out, however, that the Bidder does not make any detailed statements in the Offer Document about the


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nature of the assistance that the Bidder intends to offer and that, in particular, the Bidder neither offers to meet nor commits itself to meeting any funding needs that might be triggered by a change of control event. Likewise, the Executive Board and the Supervisory Board do not know whether the Bidder has sufficient funds and/or may use open credit lines or commitments to fully meet any potential refinancing requirements of the VTG Group. The Executive Board and the Supervisory Board believe that it is of paramount importance that the financing of the VTG Group remain stable and secure after the completion of the Offer. Consequently, the Executive Board and the Supervisory Board will closely monitor developments and will take all measures necessary or expedient in order to ensure that the financing of the VTG Group remains stable and secure after completion of the Offer.

3.2 Tax consequences

According to the assessment of the Executive Board and the Supervisory Board, the completion of the Offer may have negative consequences on the tax situation of the VTG Group. Effects on the tax situation may adversely impact both direct taxes (including the effective tax rate of the VTG Group) and deferred taxes. In this context, the Executive Board and the Supervisory Board draw particular attention to the following:

· Tax loss carry-forwards: Subsidiaries of the VTG Group have significant loss carry-forwards in Germany and abroad. The existing loss carry-forwards may increase or decrease as a result of tax audits for past periods that have not been finally assessed. According to the assessment of the Executive Board and the Supervisory Board, it cannot be ruled out that loss carry-forwards or current losses might be lost in whole or in part as a result of the completion of the Offer. As regards the German loss carry-forwards and current losses, they will not be lost (on a pro rata basis) in any case if and to the extent that taxable hidden reserves are reported in the tax balance sheet of the respective German VTG Group companies. Whether or not foreign loss carry-forwards continue to exist might depend, among other factors, on the extent to which the respective VTG Group company continues its previous business operations without any changes after completion of the Offer.

· The VTG Group owns real estate in Germany in the form of commercial properties held by partnerships and corporate entities of the VTG Group. If the entity concerned is a partnership, any (indirect) change of control event may trigger real estate transfer tax at the level of the partnership if such event occurs within a certain time period (currently five


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years) and results in the participation threshold of (currently) more than 95% being exceeded. Following an announced reform of the German Real Estate Transfer Tax Act, this concept is to apply to corporate entities as well going forward. Therefore, according to the assessment of the Executive Board and the Supervisory Board, it cannot be ruled out that the completion of the Offer will result in real estate transfer tax being triggered at the level of the corporate entities and/or partnerships owning real estate on account of an indirect adverse change of control event.

The Executive Board and the Supervisory Board also point out that the above explanations do not constitute an exhaustive description of the potential tax law consequences of the Offer but are merely an initial summary overview of potential tax consequences, which would need to be supplemented by more details depending on the result of the Offer and the measures taken after its completion. In particular the taking of certain structural measures (see section 8.5 of the Offer Document) could have tax consequences for VTG that are not set out in this Opinion.

3.3 Dividend policy

Since its IPO in 2007, VTG has proven to be a reliable dividend payer. In this context, it is the objective of VTG's Executive Board to increase the dividend per VTG Share as the performance of the business improves. Ever since the 2009 fiscal year, VTG has continuously increased the dividend per VTG Share. VTG paid a dividend of EUR 0.75 per VTG Share entitled to dividend for the 2016 fiscal year and a dividend of EUR 0.90 per VTG Share entitled to dividend for the 2017 fiscal year. In the Offer Document, the Bidder states that it is impossible to predict whether and to what amount VTG will pay a dividend in the future. The Bidder has not made any statements in the Offer Document as to the intentions or expectations that it has in respect of the future dividend policy of VTG. The Bidder does state, however, that, in the expectation that the dividend in future fiscal years will be in the same range or higher and assuming – in line with the FactSet Consensus (average value of the dividend expected by eleven equity analysts as determined by the FactSet database) expectation for the 2018 fiscal year – that it will be EUR 0.98 per VTG Share entitled to dividend, and based on the assumption that the Bidder, after completion of the Offer, holds 100% of the VTG Shares, the earnings of the Bidder from dividends received would be approximately EUR 28.2 million or higher. The Bidder points out in the Offer Document that it may conclude a domination and/or profit transfer agreement with VTG as the dominated company under certain conditions. Were such domination and/or profit transfer agreement to be concluded, VTG would be obliged to transfer to the Bidder the annual net profits that would have accrued absent such transfer of profits, less any


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losses carried forward and any amounts appropriated to legal reserves. In such event, there would presumably no longer be any ordinary dividend payments by VTG. The Bidder would, however, be obligated in such event to offer a compensation payment or to make annual compensation payments to the VTG Shareholders.

3.4 Effects on existing business relationships

Except for the agreements set out in section VI.3.1 of this Opinion, there is only a small number of other agreements to which the VTG Group is party that the respective counterparty would be entitled to terminate in the event of a change of control as a result of the Offer. The Executive Board and the Supervisory Board believe that none of the agreements affected thereby is material. The Executive Board and the Supervisory Board do not expect that the completion of the Offer and any resulting change of control would otherwise induce business partners of the VTG Group to terminate existing business relationships to an extent that would have to be deemed material.

3.5 Other consequences

The Executive Board and the Supervisory Board expect that VTG will incur additional costs of about EUR 8 million in connection with the Offer.

4. Foreseeable consequences for the employees and their representative bodies, the employment conditions and the sites of VTG

From a legal perspective, the completion of the Offer will not have any direct impact on the VTG Group's workforce. All employment contracts will continue with the same employer. There will be no business transfer. The terms of the employment contracts will also remain unaffected by the completion of the Offer. Existing collective bargaining agreements and shop agreements will continue to apply as before. The existence and composition of the existing employee representative bodies will remain unaffected by the completion of the Offer. The completion of the Offer will not have any direct impact on the sites of the VTG Group either. As set out in section VI.2 of this Opinion, the Executive Board and the Supervisory Board welcome the Bidder's intention to engage in a constructive dialogue with VTG's employees and works councils. They also welcome that the Bidder intends to continue the "VTG RailTrain" program, and that the Bidder does not intend to work towards changes in the employment conditions of the employees or in the current employee representation at operations level and/or company level within the VTG Group. The Offer Document does not contain any further statements from which the Executive Board and the Supervisory Board could draw conclusions as to any foreseeable specific consequences for the employees, their representatives, the employment conditions and the

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sites of the VTG Group. In this context, the Executive Board and the Supervisory Board point out that the Bidder has stated its intentions only in very brief and general terms. Furthermore, the Executive Board and the Supervisory Board emphasize that the Bidder's intentions may change at any time (e.g. in connection with a change in the prevailing market conditions) and that the Bidder has no legal obligation to implement its intentions as stated in the Offer Document. Thus, it cannot be ruled out that the intentions published in the Offer Document may not be implemented. Moreover, it cannot be ruled out either that potential structural measures (see section 8.5 of the Offer Document for more details) might have adverse effects on existing employee representative bodies and might lead to a change in the employment conditions for VTG's employees. As the Bidder has stated its potential intentions regarding any structural measures only in vague terms in the Offer Document, the Executive Board and the Supervisory Board are unable to set out potential consequences in more detail.


The following explanations are intended to provide VTG Shareholders with the necessary information to evaluate the consequences of accepting – or not accepting – the Offer. The following information contains aspects that the Executive Board and the Supervisory Board deem relevant to the decision to be made by the VTG Shareholders regarding the acceptance of the Offer. Such a list cannot be exhaustive, however, as particular individual circumstances cannot be taken into consideration. VTG Shareholders have to make their own decision as to whether and to what extent they wish to accept the Offer. The following aspects can only serve as a guideline. Each VTG Shareholder should take his/her own personal circumstances adequately into account in taking the decision. The Executive Board and the Supervisory Board recommend that each individual VTG Shareholder obtain expert advice if and to the extent necessary.

1. Possible consequences upon acceptance of the Offer

Taking into account the above, all VTG Shareholders who intend to accept the Offer should, inter alia, note the following:

· VTG Shareholders who accept or have accepted the Offer will no longer benefit directly from any positive development of the stock exchange price of the VTG Shares or from any favorable business development of the VTG Group.

· Completion of the Offer and payment of the offer price will not take place until and unless

either all Closing Conditions have been fulfilled or the Bidder has waived fulfilment


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thereof to the extent that this is possible (for further details, see section 11 of the Offer Document and section IV.5.3 of this Opinion).

· VTG Shareholders who accept or have accepted the Offer are required to reverse the (purchase) agreements that were concluded subject to acceptance of the Offer if and to the extent the Closing Conditions are not fulfilled or have not been validly waived by the Bidder by the end of the Acceptance Period (see section 11.5 of the Offer Document for further details).

· VTG Shareholders who accept or have accepted the Offer are bound by their declarations of acceptance, and they are entitled only to some of the rights of withdrawal, as set forth in the Offer Document. The VTG Shareholders are restricted in their freedom to dispose of the VTG Shares for which they have accepted the Offer. As described in the Offer Document, Tendered VTG Shares can be traded following the beginning of the Acceptance Period on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under ISIN DE000VTG01V2 (WKN VTG01V). Trading in Tendered VTG Shares is expected to cease three stock exchange trading days before the scheduled date of settlement of the Offer. The Supervisory Board and the Executive Board point out that the trading volume of the Tendered VTG Shares may in any case at times be low, which might result in purchase or sales orders not being executed at all, or at least not in a timely manner, which may cause increased volatility or an adverse impact on the price.

· If the Bidder, any person acting in concert with the Bidder or any of their respective subsidiaries acquires VTG Shares off the stock exchange within one year following publication of the number of shares to which it is entitled after expiration of the Acceptance Period as well as of the number of VTG Shares resulting from the acceptance of the Offer (section 23 para. 1 no. 2 WpÜG), and if the value of the consideration granted or agreed for those shares exceeds the value of the consideration set forth in the Offer, the Bidder is obligated to pay consideration to the VTG Shareholders who have accepted the Offer in an amount equaling the difference. In contrast, no such claim for a subsequent increase of the consideration under the Offer exists for shares purchased off the stock exchange in exchange for the granting of higher consideration upon expiration of this one-year post-acquisition period. Moreover, the Bidder may also purchase VTG Shares at a higher price on the stock exchange within the aforementioned one-year post acquisition period without being required to adjust the consideration to the benefit of those VTG Shareholders who have already accepted the Offer.

· If the Offer is completed, in principle, various structural measures may be implemented following such completion (see also section 8.5 of the Offer Document in this regard),


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which might result in the VTG Shareholders who did not accept the Offer becoming entitled to receive compensation payments, the value of which may be lower or higher than, or equal to, the value of the consideration under the Offer.

2. Possible consequences upon non-acceptance of the Offer

VTG Shareholders who do not accept the Offer and who do not otherwise sell their VTG Shares either will remain VTG Shareholders, but should note, inter alia, the Bidder's statements in section 15 of the Offer Document as well as the following:

· Shareholders who do not accept the Offer would not benefit from a possible voluntary or mandatory increase of the consideration offered.

· VTG Shareholders will directly bear the risk of the future development of the VTG Group and therefore also of the future development of the stock exchange price of the VTG Shares.

· VTG Shares that have not been tendered into the Offer will continue to be traded on the respective stock exchanges until a potential delisting of the VTG Shares occurs. It is uncertain whether the stock exchange price of the VTG Shares will increase or decrease in the near future or whether it will remain at a similar level.

· Completion of the Offer will presumably result in a reduction of the free float of VTG Shares. The number of VTG Shares in free float could even be reduced to such an extent that the liquidity of VTG Shares decreases significantly. As a result, it may not be possible to execute purchase or sales orders relating to VTG Shares at all, or in any case not in a timely manner.

· A significant reduction in the market capitalization of the free float could result in the VTG Shares no longer meeting the criteria established by the respective index compilers for the VTG Shares to remain listed in the SDAX, CDAX and the HASPAX, and the VTG Shares might be removed from these indices in the future. This could cause investment funds and other institutional investors whose investments mirror the respective index to sell their VTG Shares. The result of this might be an oversupply of VTG Shares in a comparatively illiquid market, which could depress the stock exchange price of VTG Shares.

· Following the successful completion of the Offer, the Bidder may have the necessary qualified majority to resolve on certain structural measures or to adopt other resolutions of


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material significance at the Company's General Meeting. Such possible measures may include, for example, (to the extent permitted by law) amendments to the articles of association, capital increases, the approval of the conclusion of a domination and/or profit transfer agreement, the exclusion of subscription rights of VTG Shareholders in connection with capital measures, a squeeze-out, restructurings, changes of legal form, mergers and the dissolution (including dissolution by transfer) of the Company as well as measures that result in the delisting of the Company. Measures of this kind may also result in additional costs to be borne by VTG.

· Only some of the aforementioned measures could give rise to an obligation of the Bidder to make an offer to the minority shareholders to acquire their VTG Shares for adequate consideration or to pay a recurring compensation amount.

· The compensation payments made to the VTG Shareholders in connection with possible structural measures implemented by the Bidder may be higher or lower than the value of the consideration offered. While a number of potential measures would not trigger an obligation to offer any kind of compensation payments to VTG Shareholders, it cannot be ruled out that such measures may still have an adverse effect on the price of the VTG Shares.

· The Bidder could also, upon completion of the Offer or at a later point in time, induce VTG (to the extent permitted by applicable law) to apply for a revocation of the admission of the VTG Shares to trading on the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of Deutsche Börse AG at the Frankfurt Stock Exchange as soon as the relevant requirements have been met (delisting). In this case, the VTG Shareholders would no longer benefit from more stringent disclosure duties resulting from the stock exchange listing.

· Furthermore, the Bidder may, provided that it holds the required majority of VTG Shares, decide by itself on the appropriation of net profit, i.e., the amount of a dividend distribution, at the General Meeting.

· Should the Bidder, upon completion of the Offer or within three months after expiration of the Acceptance Period, hold VTG Shares representing at least 95% of the voting registered share capital of VTG, the VTG Shareholders who have not yet accepted the Offer by that point in time may subsequently accept the Offer (section 39c WpÜG).

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VIII. OFFICIAL APPROVALS AND PROCEEDINGS; ADDITIONAL CLOSING CONDITIONS

1. Regulatory approvals and proceedings

The Executive Board and the Supervisory Board point out that, pursuant to the information provided by the Bidder in section 10 of the Offer Document, the intended takeover of the Company by the Bidder is subject to merger control clearance by the European Commission and by the competition authorities of Russia, Brazil, Turkey and the USA. According to the Offer Document, the Bidder, by letter dated 14 August 2018, submitted a request for the issue of a clearance certificate for consummating the Offer in coordination with the German Federal Ministry for Economic Affairs and Energy (Bundesministerium für Wirtschaft und Energie) (for further details reference is made to section 10.2 of the Offer Document). With regard to both clearance under merger control law and German foreign investment clearance, it is made a condition in the Offer Document that the respective clearances and approvals must be obtained after publication of the Offer Document and on or before 17 April 2019. The Executive Board and the Supervisory Board view critically that, as a result, there will be a long period of approximately eight months after publication of the Offer Document in which there will be uncertainty for VTG and the VTG Shareholders about the further course of the Offer and its completion.

2. OFAC Sanctioned Party Compliance

The Offer Document provides in section 11.1.3 for several independent Closing Conditions that the Bidder together defines as "OFAC Sanctioned Party Compliance" (see also section IV.5.3 of this Opinion). The regulations underlying the Closing Conditions on OFAC Sanctioned Party Compliance are U.S. law provisions. As such, as a general matter, these regulations do not apply to VTG and the Russian subsidiaries referred to in the Closing Conditions. This applies at least when business relations are concerned that do not have a U.S. nexus. The Company’s Executive Board and the Supervisory Board note that the Bidder makes the execution of the Offer dependent on compliance with U.S. law, which we recognize is applicable to Morgan Stanley as a U.S. company, but which does not as a general matter apply to the Company. The Company understands that the acquisition of control by Morgan Stanley pursuant to the takeover offer will not create a legal requirement under U.S. law for Morgan Stanley to ensure that the Company and its Russian subsidiaries comply in all respects with U.S. sanctions regulations as if they were U.S-companies. The statement of the Bidder in section 10.3 of the Offer Document that Morgan Stanley and the US-subsidiaries of


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Morgan Stanley, following the consummation of the Offer, may have "direct compliance obligations" with respect to the business of the Russian subsidiaries of VTG does not indicate whether such compliance obligations are a matter of mandatory U.S. legal obligation for Morgan Stanley as a U.S. company or merely (legally non-binding) internal requirements of Morgan Stanley-Group and if negative consequences might thus be triggered for the Company’s busienss. Although, for the reasons stated above, the Company is not legally required to comply with OFAC regulations, the Company abides by OFAC requirements within its business activities and the business activities of its group companies and has also done so in the past. VTG continuously reviews its business relationships with the help of professional databases and external service providers on matters relevant to sanctions. To the knowledge of the Company, the Company and its group-companies are in full compliance with OFAC sanctions rules at the time of the issuance of this Opinion. To the knowledge of the Company at the time of the issuance of this Opinion, the subsidiaries of VTG, defined in the Offer Document as the "Russia Business" of the Company, do not maintain any business relations of the kinds specified in section 11.1.3 (1) to (4) of the Offer Document. The Executive Board and the Supervisory Board therefore assume that the Independent Expert will issue the confirmation required for the fulfilment of the respective Closing Conditions. Nonetheless, as a precautionary measure, the Executive Board and the Supervisory Board note that the fulfilment of the OFAC Sanctioned Party Compliance is not guaranteed. According to section 11.1.3 of the Offer Document, the Closing Conditions related to the OFAC Sanctioned Party Compliance shall only be deemed to be fulfilled if (i) the Independent Expert designated in the Offer Document confirms that OFAC Sanctioned Party Compliance has occurred within the last two weeks of the Acceptance Period, (ii) the expert opinion of the Independent Expert has been received by the Bidder prior to the expiration of the Acceptance Period and (iii) the Bidder has published the receipt and the result of the expert opinion of the Independent Expert no later than on the required date of publication pursuant to Section 23 para. 1 sent. 1 no. 2 WpÜG. According to the statements in section 11.2 of the Offer Document, the Bidder assumes that the Independent Expert will issue the expert opinion necessary for fulfilling the Closing Condition only on the basis of information, including a positive confirmation, provided by the Company. In order to enable the takeover offer to be carried out in the interest of such Shareholders who are willing to tender their shares, the Company is generally willing to assist the Independent Expert in issuing the confirmation required for the fulfillment of the Closing Condition. However, the Executive Board and the Supervisory Board of the Company note that the Independent Expert is not bound by the confirmation of the Company and may asses the facts and law differently from the Company. This is all the more relevant since for numerous aspects in this context there is no clear guidance by OFAC nor any established best-practice.


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Moreover, the content of the lists described in the Closing Conditions may change at any time due to respective additions by OFAC. Amendments are generally made without notice, so that even factually, a certain degree of uncertainty remains until the issuance of the confirmation by the Independent Expert. The Executive and the Supervisory Board consider it to be disadvantageous to the Company and its shareholders that the Bidder has made its Offer conditional upon Closing Conditions which depend on a confirmation of an Independent Expert regarding certain legal circumstances, which require assessments about which there is a lack of certainty and/or established best practices. A non-fulfillment of the Closing Conditions could give the incorrect impression that the Russian subsidiaries of the Company are in breach of OFAC sanctions, even though the Company, pursuant to its own assessment, complies with all OFAC requirements, even without being legally obligated to do so. Possible reputational damages and other concrete disadvantages, in particular in relation to third parties (for example when raising debt and equity), cannot be excluded.

3. Consummation of the Nacco Acquisition

As regards the Closing Condition in section 11.1.4 of the Offer Document regarding the publication of the consummation of the Nacco Acquisition within the Acceptance Period (in this context, see section IV.5.3 of this Opinion for more details), the Executive Board and the Supervisory Board point out that the Nacco Acquisition was approved by the German and Austrian antitrust authorities only subject to fulfillment of the condition to divest, in advance of consummation, both the German and the Luxembourg Nacco subsidiaries and the related rental agreements as well as title to the approximately 4,400 rail freight wagons (approximately 30% of the Nacco business) to third parties that are deemed eligible as purchasers for antitrust purposes (the "Nacco Divestment"). On 13 August 2018, a sale and purchase agreement on the Nacco Divestment was concluded with an acquirer consortium deemed to be suitable by the German Federal Cartel Office, which consisted of Wascosa AG, Lucerne, Switzerland, and Aves One AG, Hamburg, Germany. The sale and purchase agreement contained customary closing conditions that still need to be fulfilled and several rights of withdrawal. Initial measures aiming at the fulfillment of the closing conditions applicable to the Nacco Divestment have been taken. VTG seeks to complete the Nacco Divestment and, subsequently, the consummation of the Nacco Acquisition, in October 2018. VTG will publish a press release on its website as soon as the Nacco Acquisition, i.e., the transfer of the shares in CIT Rail Holdings (Europe) SAS to VTG Rail Assets GmbH, has been completed.

4. No capital measures

With respect to the Closing Condition that, until expiration of the Acceptance Period, no issuance of new shares (also from company funds) may have occurred (section 11.1.10 of the Offer Document), the Executive Board and the Supervisory Board point out that, in connection with the


71

conclusion of the sale and purchase agreement regarding the Nacco Acquisition, the Company already intended to pay the purchase price for the Nacco Acquisition using, among other funds, the proceeds from the Nacco Bond, and to refinance the Nacco Bond through the capital market thereafter (e.g., by way of a capital increase). The Company still intends to refinance the Nacco Bond through the capital market but only after expiration of the Acceptance Period. No new shares are intended to be otherwise issued during the Acceptance Period.

5. Additional Closing Conditions

With respect to the Additional Closing Conditions, the Executive Board and the Supervisory Board point out that these will result in additional uncertainty in the offer process for VTG and the VTG Shareholders until the expiration date of the Acceptance Period. In particular, fulfillment of some of the Conditions cannot be influenced or controlled by either the Bidder or the Company. This relates especially to the Conditions providing that there may be no market material adverse change, no other material adverse change, no prohibition and no illegality of the Offer as well as, to some extent, to the Condition providing that there must be no compliance violation. In addition, the Company cannot directly influence the Condition relating to the amount of the loss and the Condition relating to any insolvency proceedings. The Bidder has further laid down Closing Conditions the fulfillment of which may be prevented by actions of the Executive Board (if necessary with the consent of the Supervisory Board). This relates, in particular, to the Condition concerning material transactions and material additional indebtedness. Other Conditions (with respect to the distribution of a dividend, the issuance of new shares and the reduction of the registered share capital) might be resolved upon by the VTG Shareholders during an extraordinary general meeting. The Executive Board and the Supervisory Board emphasize that such measures are not taken merely for the purpose of preventing the Offer from being completed. Based on their obligation to act in the best interest of VTG, the VTG Shareholders and the other stakeholders, the Executive Board and the Supervisory Board will continue to review carefully if and to what extent the taking of such measures is in the best interests of VTG. For this reason, the Executive Board and the Supervisory Board reserve the right to take measures that may prevent the fulfillment of a Closing Condition irrespective of whether or not such measures will actually result in the non-fulfillment of a Closing Condition. No measures to that effect are planned at this point in time.

IX. INTERESTS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD

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IX. INTERESTS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD

1. Particular interests of Executive Board and Supervisory Board members

None of the Executive Board or Supervisory Board members holds a direct or indirect participation in the Bidder or any other Morgan Stanley Group company. Supervisory Board member Dr. Markus Hottenrott, however, is a Managing Director and Chief Investment Officer of MSIP and Karl Gernandt is President of the Board of Directors of Kühne Holding AG, with whom the Bidder has entered into the Irrevocable Undertaking described in section III.3 of this Opinion. The Supervisory Board of the Company has set up a takeover committee (Übernahmeausschuss) comprising the Supervisory Board members Dr. Jost A. Massenberg, Jens Fiege and Prof. Dr. Franca Ruhwedel. According to their personal assessment, these takeover committee members and the member of the Supervisory Board Ulrich Müller are not closely related to the Bidder. The takeover committee has prepared the reasoned Opinion to the Offer for the Supervisory Board. The Opinion was discussed and resolved by the Supervisory Board members. Dr. Markus Hottenrott and Karl Gernandt did not participate in the discussion and in the resolution regarding this Opinion in the Supervisory Board because of their close professional relations with the Bidder and with Kühne Holding AG, respectively (for more details, see section III.3 of this Opinion). On 4 September 2018, Karl Gernandt has submitted a separate opinion to the chairman of the Supervisory Board which is attached to this Opinion as Annex 3.

2. Agreements with Executive Board or Supervisory Board members

Neither the Bidder nor any person acting in concert with the Bidder has entered into any agreements with individual members of the Executive Board or the Supervisory Board, and the members of the Executive Board have not been offered the prospect of having their service agreements renewed.

3. No benefits in money's worth or other benefits related to the Offer

The members of the Executive Board and the Supervisory Board have not been granted, promised or given the prospect of receiving financial benefits or any other benefits in money's worth by the Bidder or any person acting in concert with the Bidder.

X. INTENTIONS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD TO ACCEPT

THE OFFER

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X. INTENTIONS OF THE MEMBERS OF THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD TO ACCEPT THE OFFER

Of the members of the Executive Board, only Dr. Heiko Fischer, Dr. Kai Kleeberg and Günter-Friedrich Maas hold VTG Shares. They currently intend not to accept the Bidder's Offer with all of the VTG Shares held by each of them. As of the date of publication of this Opinion, none of the Supervisory Board members holds VTG Shares.

XI. RECOMMENDATION

In consideration of the information in this Opinion, the overall circumstances in connection with the Offer and the objectives and intentions of the Bidder, the Executive Board and the Supervisory Board regard the consideration offered by the Bidder of EUR 53.00 per VTG Share as not adequate within the meaning of section 31 para. 1 WpÜG. The consideration fails in particular to reflect the fundamental value of VTG, does not contain a customary control premium and is lower than the most recent target prices quoted by analysts. Moreover, having made an overall assessment, the Executive Board and the Supervisory Board believe that the possible structural measures (such as, for example, a domination and/or profit transfer agreement, a squeeze out or a delisting) upon completion of the Offer as set out by the Bidder in the Offer Document (cf. section 8.5 of the Offer Document) are not in the best interest of the Company and its stakeholders. Furthermore, the Executive Board and the Supervisory Board are of the opinion that the Bidder has not sufficiently clearly warranted that it will continue the strategy pursued by the Company. It remains unclear to what extent the Bidder intends to support capital expenditures for growth measures and to ensure that the Executive Board and the Supervisory Board will remain sufficiently independent bodies in the long term. For this reason and considering the aforementioned statements in this Opinion, the Executive Board and the Supervisory Board recommend that the VTG Shareholders not accept the Offer. Each VTG Shareholder should reach his/her own decision on whether or not to accept the Offer by considering the overall circumstances, his/her individual financial, tax and other circumstances, and his/her personal assessment of the future development of the value and price of the VTG Shares. Subject to mandatory applicable law, the Executive Board and the Supervisory Board assume no responsibility in the event that the acceptance or non-acceptance of the Offer subsequently has any adverse financial consequences for any VTG Shareholder.

XI. RECOMMENDATION

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Hamburg, 5 September 2018

VTG AG

The Executive Board The Supervisory Board Annex 1: Fairness Opinion Annex 2: Consolidated and non-consolidated affiliates of the VTG Group as of 30 June 2018 Annex 3: Separate Opinion Karl Gernandt

Annex 1

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Fairness Opinion

Annex 2

76

Consolidated and affiliated non-consolidated entities of the VTG Group Company Registered office Registered in AAE Ahaus Alstätter Eisenbahn Capital AG Baar Switzerland AAE Freightcar S.à r.l. Luxembourg Luxembourg AAE Railcar S.à r.l Luxembourg Luxembourg AAE RaiLease S.à r.l. Luxembourg Luxembourg AAE RailFleet S.à r.l Luxembourg Luxembourg AAE Wagon Finance S. A Luxembourg Luxembourg AAE Wagon S.à r.l. Luxembourg Luxembourg Alstertor Rail UK Limited Birmingham United Kingdom Ateliers de Joigny S.A.S Joigny France CAIB Rail Holdings Limited Birmingham United Kingdom CAIB UK Limited Birmingham United Kingdom Deichtor Rail GmbH Garlstorf Germany Eisenbahn-Verkehrsmittel GmbH & Co. KG für Transport und Lagerung

Hamburg Germany

Etablissements Henri Loyez S.A.S. Libercourt France Euro Freight Car Finance S. A Luxembourg Luxembourg E.V.S. S.A. Paris France Ferdinandstor Rail GmbH Garlstorf Germany Klostertor Rail GmbH Garlstorf Germany Mitrag AG Baar Switzerland OOO AAE Moscow Russia OOO Railcraft Service Moscow Russia OOO Transportation Company Vagonpark Saransk Russia OOO VTG Moscow Russia Ortanio Holdings Ltd. Tortola British Virgin

Islands Rail Holdings Nederland C.V. Rotterdam The Netherlands Retrack Eisenbahnverkehr GmbH und Co. KG (formerly Bräunert Eisenbahnverkehr GmbH und Co. KG)

Hamburg Germany

Retrack Verwaltungs GmbH (formerly Bräunert Verwaltungs GmbH)

Hamburg Germany

Sturgess Holdings Ltd Nicosia Cyprus Suvaltra SA Baar Switzerland Transpetrol Sp. z o.o. Chorzów Poland Vostok Beteiligungs GmbH Hamburg Germany

Annex 2

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Company Registered office Registered in Vostok 2 GmbH Hamburg Germany VTG Austria Ges.m.b.H. Vienna Austria VTG Benelux B. V. Rotterdam The Netherlands VTG Cargo AG Baar Switzerland VTG Deutschland GmbH Hamburg Germany VTG Finance S. A. Luxembourg Luxembourg VTG France S.A.S. Paris France VTG Nederland B. V. Rotterdam The Netherlands VTG North America, Inc. Hinsdale USA VTG Rail Assets GmbH Hamburg Germany VTG Rail Europe GmbH Hamburg Germany VTG Rail, Inc. Edwardsville USA VTG Rail Logistics Austria GmbH Vienna Austria VTG Rail Logistics Benelux N. V. Ghent Belgium VTG Rail Logistics Deutschland GmbH Hamburg Germany VTG Rail Logistics Frankreich S.A.S. Paris France VTG Rail Logistics GmbH Hamburg Germany VTG Rail Logistics Hellas EPE Thessaloniki Greece VTG Rail Logistics Hungaria Kft. Budapest Hungary VTG Rail Logistics s.r.o. Prague Czech Republic LLC VTG Rail Logistics Ukraine Kiev Ukraine VTG Rail UK Limited Birmingham United Kingdom VTG Schweiz GmbH Baar Switzerland VTG Tanktainer Assets GmbH Hamburg Germany VTG Tanktainer Gesellschaft mit beschränkter Haftung

Hamburg Germany

Tanktainer Logistics GmbH Hamburg Germany VTG Vereinigte Tanklager und Transportmittel Gesellschaft mit beschränkter Haftung

Hamburg Germany

Waggonbau Graaff GmbH Elze Germany Waggonwerk Brühl GmbH Wesseling Germany Wagon & Warehousing Service GmbH Ahaus Germany AAE Wagon a. s.* Bratislava Slovakia AXBENET s.r.o.* Trnava Slovakia Shanghai COSCO VTG Tanktainer Co., Ltd.* Shanghai China Waggon Holding AG* Zug Switzerland

Annex 2

78

Company Registered office Registered in ITG Transportmittel-Gesellschaft mit beschränkter Haftung

Syke Germany

Millerntor Rail GmbH Garlstorf Germany VTG Nakliyat Lojistik Kiralama Limited Sirketi Istanbul Turkey VTG Tanktainer Asia Pte Ltd. Singapore Singapore VTG Tanktainer Finland Oy Tuusula Finland VTG Tanktainer North America, Inc. West Chester USA

* Entities consolidated using the equity method.

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Separate Opinion Karl Gernandt (Member of the Supervisory Board of VTG Aktiengesellschaft)

dated 4 September 2018 "Ich bin gesetzlicher Vertreter der Verpflichteten unter der unwiderruflichen Andienungsvereinbarung und damit potentieller Verkäufer einer rund 20.4%-igen Beteiligung an der VTG AG an die Bieterin. Ich werde als Mitglied des Aufsichtsrats der VTG AG aufgrund möglicherweise widerstreitender Interessen in meiner Person zur Bewältigung des potentiellen Interessenkonflikts darauf verzichten, (i) an Aufsichtsratssitzungen der VTG AG teilzunehmen, (ii) an Beschlüssen des Aufsichtsrates mitwirken, (iii) am Informationsfluss und der Willensbildung zugunsten des Aufsichtsrates und innerhalb des Aufsichtsrates teilzunehmen, wenn und soweit jeweils Sachverhalte betroffen sind, die das Übernahmeangebot der Bieterin bzw. das damit initiierte Übernahmeverfahren betreffen. Auf diese Weise möchte ich von vornherein ausschließen, dass es im Zusammenhang mit dem Übernahmeverfahren zu einem in diesem Einzelfall möglichen, unbewältigten Interessenkonflikt kommt. Meiner gesetzlichen Erklärungspflicht in meiner Eigenschaft als Mitglied des Aufsichtsrats der VTG AG nach § 27 Abs. 1 Satz 1 WpÜG in Bezug auf die Bewertung des Übernahmeangebots werde ich dadurch nachkommen, dass ich mit diesem Brief den in meiner Person potentiell bestehenden Interessenkonflikt und meine Absichten im Hinblick auf das Übernahmeangebot offenlege. Ich werde somit im Rahmen meiner Mitwirkung größtmögliche Transparenz herstellen, was mir ein besonderes Anliegen ist. Um jedem Anschein einer von einem Interessenkonflikt belasteten Begründeten Stellungnahme zu vermeiden, werde ich davon Abstand nehmen, an der diesbezüglichen Entscheidungsvorbereitung und Beschlussfassung des Aufsichtsrats, einschließlich der Telefonkonferenz des Gesamtgremiums am 4. September 2018, teilzunehmen. Nach meinen Informationen beabsichtigen Vorstand und Aufsichtsrat in der Begründeten Stellungnahme (i) die Ansicht zu vertreten, dass die von der Bieterin angebotene Gegenleistung (Angebotspreis) i. H. v. EUR 53,00 in bar für eine VTG-Aktie nicht angemessen i. S. d. § 31 Abs. 1 WPüG ist und (ii) den VTG-Aktionären zu empfehlen, das Angebot nicht anzunehmen (die "VS/AR- Empfehlung"). Diese VS/AR-Empfehlung wird von mir nicht geteilt, und ich möchte meiner gesetzlichen Erklärungspflicht in Form dieses Sondervotums nachkommen und dem Aufsichtsrat, aber auch dem Vorstand und der Öffentlichkeit nach außen, offenlegen. Dies ist m. E.

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im Interesse der VTG-Aktionäre an vollständiger Transparenz des Meinungsbildes in den Leitungsorganen der VTG AG und an eine möglichst aussagekräftige Stellungnahme zum Übernahmeangebot. Die Gegenleistung ist m. E. angemessen i. S. d. § 31 Abs. 1 WPüG: Der Angebotspreis entspricht einem rd. 33%-igen Aufschlag im Vergleich zum Aktienkurs der VTG AG ein Jahr vor Veröffentlichung der Übernahmeabsicht der Bieterin am 16. Juli 2018. Der Angebotspreis stellt eine Prämie von rd. 10% gegenüber dem XETRA-Schlusskurs der Aktie der VTG AG am 13. Juli 2018, dem letzten Handelstag vor Veröffentlichung der Übernahmeabsicht der Bieterin, dar. Der Angebotspreis stimmt auch mit dem Medianwert der Broker-Aktienkursziele, so wie vor dem 16. Juli 2018 veröffentlicht, überein. Schließlich hat auch die Kühne Holding AG den Angebotspreis für angemessen gehalten und diesen der unwiderruflichen Andienungsvereinbarung zugrunde gelegt. Auch aus strategischer Sicht ist das Übernahmeangebot aus Sicht der VTG AG unterstützenswert: Die Bieterin hält bereits rd. 29.0% der Aktien an der VTG AG. Sie hat Wachstumsinitiativen der VTG AG aktiv unterstützt und einen vertrauenswürdigen und kompetenten Eindruck vermittelt. Für die VTG AG ist es ein Vorteil, in dieser herausfordernden Phase der Entwicklung des Unternehmens einen Ankeraktionär zu haben, dessen Engagement auf der Basis im Naheverhältnis erlangter Erkenntnisse bereits besteht. Somit halte ich das Angebot aus finanzieller Sicht für die VTG-Aktionäre angemessen und attraktiv. Ebenfalls beurteile ich das Angebot als strategisch vorteilhaft und sinnvoll für die VTG AG und ihre Stakeholder. Als letztes möchte ich verdeutlichen, dass ich als Privatperson keine Aktien an der VTG AG halte. Ich werde daher persönlich für keine Aktien das Übernahmeangebot annehmen können. Ich bin Präsident des Verwaltungsrats der Kühne Holding AG, die einen Anteil von rd. 20.4% an der VTG AG hält und mit der Bieterin eine unwiderrufliche Andienungsvereinbarung über die Übertragung der ihrerseits gehaltenen Aktien an der VTG AG im Rahmen des Übernahmeverfahrens abgeschlossen hat. Ich bin nicht gesetzlicher Vertreter von weiteren Gesellschaften, die Aktien an der VTG AG halten. Auf der Basis der hier erläuterten Argumente, einer finanziellen und strategischen Gesamtbewertung und der Gesamtumstände im Zusammenhang mit dem Angebot sowie der Ziele und Absichten der Bieterin kann ich mich der VS/AR-Stellungnahme nicht anschließen. Vielmehr halte ich die Gegenleistung (Angebotspreis) im Übernahmeangebot für finanziell angemessen i. S. d. § 31 Abs. 1 WPüG und empfehle den VTG-Aktionären, das Angebot der Bieterin anzunehmen. Ich bitte Sie, dieses Sondervotum der guten Marktpraxis entsprechend zusammen mit

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der VS/AR- Stellungnahme auch nach außen zu kommunizieren."

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