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DISCLAIMER – IMPORTANT
This Offer to Purchase is important and requires your immediate attention.
THIS OFFER TO PURCHASE CONTAINS
CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFERS.
Dana Incorporated (the “Company,” “Dana,” “us” or “we”) hereby offers (the “Offers”) Holders, on the terms and subject to the conditions set
forth in this Offer to Purchase, to purchase for cash any and all of the 2030 Notes and the 2032 Notes issued by the Company as set forth in
the table on the front cover of this Offer to Purchase. Any Notes that are accepted for purchase by us will be retired and canceled.
The Offers are open to all registered Holders of Notes. The Offers may be amended, extended, or terminated by us in our sole discretion,
subject to applicable law.
NONE OF THE COMPANY, THE TENDER AND INFORMATION AGENT (AS DEFINED HEREIN), THE DEALER MANAGERS (AS DEFINED HEREIN) OR THE TRUSTEE
(OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES) MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER THEIR
NOTES PURSUANT TO THE OFFERS, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. HOLDERS MUST MAKE THEIR OWN
DECISIONS AS TO WHETHER TO TENDER THEIR NOTES, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.
By clicking on the “I AGREE” button, I
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