SAF Holland : Articles of Association (saf holland se articles of association 11 june 2024)

Convenience Translation

Articles of Association of

SAF-HOLLAND SE

I.

General Provisions

§ 1 Legal Form, Name and Registered Office

1. The Company is a European company (Societas Europaea, SE) with the name
   SAF-HOLLAND SE.
2. The Company's registered office is situated in Bessenbach, Germany.

§ 2 Object of the Company

1. The object of the Company is the acquisition, holding, sale and management of direct or indirect shareholdings in other corporations or enterprises, includ- ing the exercise of the activity of a management or functional holding company through direct or indirect corporate control, management and administration of these corporations and enterprises, in particular for the provision of adminis- trative, financial, commercial and technical services to the respective associ- ated company against payment, as well as the acquisition, holding and dis- posal of loans and other financial assets with a focus on the production and sale of systems, modules and components for commercial vehicles.
2. The Company is entitled to carry out all transactions and take all measures which are connected with the object of the Company or which appear being directly or indirectly beneficial to it. To this end, it may also establish branches in Germany and abroad, establish and acquire other companies or acquire interests in them. The Company is entitled to operate in all fields of business mentioned in paragraph 1 itself or assign such tasks to affiliated companies within the meaning of Sections 15 et seqq. of the German Stock Corporation Act (Aktiengesetz - AktG). The Company may consolidate companies in which it holds an interest under uniform management and conclude inter-company agreements with them.
3. The Company may limit its activities to part of the areas referred to in para- graphs 1 and 2.

§ 3 Financial Year

The Company's financial year corresponds to the calendar year.

Page 1/16

Convenience Translation

§ 4 Announcements and Transmission of Information

1. Announcements by the Company will be published in the German Federal Ga- zette (Bundesanzeiger). If mandatory law requires any other form of an- nouncement, such other form of announcement will replace the German Fed- eral Gazette.
2. To the extent legally permissible, any information to be provided to the holders of admitted securities in the Company may also be transmitted by remote data transfer.

II.

Share Capital and Shares

§ 5 Share Capital

1. The Company's share capital amounts to EUR 45,394,302.00 and is divided into 45,394,302 no-par value shares (Stückaktien).
2. The Company's share capital was provided in the amount of EUR 453,943.02 through the conversion of SAF-HOLLAND S.A., based in Luxembourg, Grand Duchy of Luxembourg, registered in the Trade and Company Register of Lux- embourg under the number B113.090, into a European company (SE), and in the amount of EUR 44,940,358.98 through a capital increase from company funds.
3. The Management Board is authorized to increase the Company's share capital up to the end of June 10, 2029 on one or more occasions in installments by up to a total of EUR 9,078,860.00 with the consent of the Supervisory Board by issuing new no-par value bearer shares against contributions in cash and/or in kind (2024/I Authorized Capital).
   The shareholders in principle have a right to subscribe. The shares can also be taken on by one or more credit or securities institutions or other entities within the meaning of Section 186(5), first sentence of the German Stock Cor- poration Act with the obligation to offer them to the shareholders for subscrip- tion ("indirect subscription right"). The Management Board is, however, author- ized to exclude the shareholders' subscription right for one or more capital in- creases with the consent of the Supervisory Board in the context of the 2024/I Authorized Capital,
4. 1. to exclude fractional amounts from the subscription right;
   2. to the extent necessary in order to grant holders or creditors of converti- ble bonds, bonds with warrants and/or participating bonds (or

Page 2/16

Convenience Translation

combinations of these instruments) (referred to collectively below as "Bonds") that feature conversion or option rights or conversion or option obligations and were or are issued by the Company or a Group Company a conversion or subscription option for new no-par value bearer shares in the Company to the extent to which they would be entitled after exercising the conversion and/or option rights or after satisfying the conversion and/or option obligations, or to the extent that the Company exercises an option in relation to such Bonds to grant shares in the Company instead of paying the sum due, either in part or in full;

1. to issue shares against contributions in kind in particular but not exclu- sively in connection with business combinations or for the purpose of ac- quiring companies, businesses, parts of companies, interests in compa- nies or other assets (including indirectly), including receivables against the Company or its Group Companies, or to service Bonds issued against contributions in kind;
2. to issue shares against contributions in cash if the issue price of the new shares is not materially less than the stock exchange price of the Com- pany's shares already listed on the stock exchange within the meaning of Section 203(1) and (2) and Section 186(3), fourth sentence of the Stock Corporation Act and the pro rata amount of the share capital at- tributable to the new shares issued subject to exclusion of subscription rights pursuant to Section 186(3), fourth sentence of the Stock Corpora- tion Act does not exceed a total of 10% of the Company's share capital, this neither at the time of effectiveness nor - if this amount is lower - at the time the 2024/I Authorized Capital is exercised. The pro rata amount of the share capital is to be counted towards this limit of 10% of the share capital that is attributable to shares (i) that are issued or sold during the term of the 2024/I Authorized Capital directly in accordance with or based on Section 186(3), fourth sentence of the Stock Corporation Act, and (ii) that are issued or to be issued in order to service Bonds with conversion or option rights or conversion or option obligations, to the extent that these Bonds are issued in accordance with Section 186(3), fourth sen- tence of the Stock Corporation Act during the term of the 2024/I Author- ized Capital excluding the shareholders' subscription rights.

Shares excluding the shareholders' subscription rights may only be issued according to this authorization in the context of the 2024/I Authorized Capital if the sum of the new shares together with shares issued or transferred by the Company during the term of the 2024/I Authorized Capital under another authorization excluding the shareholders' subscription rights or convertible bonds and/or bonds with warrants that are to be issued during the term of the 2024/I Authorized Capital based on utilization of another authorization excluding the

Page 3/16

Convenience Translation

right to subscribe do not account in total for more than 10% of the Company's share capital, this both at the time this authorization becomes effective and - if this amount is lower - at the time this authorization is exercised.

The Management Board is authorized to determine the additional contents of the share rights and the terms and conditions of the share issue with the consent of the Supervisory Board. This also includes determining the dividend entitlement for the new shares, which to the extent legally admissible may also be determined for a financial year that has already expired, in derogation of Section 60(2) of the Stock Corporation Act.

The Supervisory Board is authorized to amend the wording of the Articles of Association to reflect this after the 2024/I Authorized Capital has been utilized in part or in full or the time limit for utilization of the 2024/I Authorized Capital has expired.

4. The share capital will be conditionally increased by up to EUR 9,078,860.00 by issuing new no-par value bearer shares (2024/I Conditional Capital). The purpose of the conditional increase is to grant no-par value bearer shares to the holders or creditors of convertible bonds, bonds with warrants and/or par- ticipating bonds (or combinations of these instruments) that are issued on the basis of the authorization of the Company or its direct or indirect domestic or foreign holding companies resolved by the Annual General Meeting on June 11, 2024 and to grant or establish a conversion or option right or new conver- sion obligation in or to new no-par value bearer shares in the Company.

The conditional capital increase is only to be performed to the extent that op- tion or conversion rights are utilized, the holders or creditors obliged to convert satisfy their obligation to convert, or shares are offered for sale on the basis of rights of the Company to substitute and unless treasury shares or new shares created from utilization of Authorized Capital are used for servicing. The new no-par value bearer shares will participate in profits from the start of the finan- cial year in which they arise as a result of option or conversion rights being exercised or by conversion obligations being satisfied or offers to sell being exercised. To the extent legally admissible, the Management Board may also determine the participation in profits for a past financial year with the consent of the Supervisory Board, derogating from this and from Section 60(2) of the Stock Corporation Act. The Management Board is authorized to determine the further details of performance of the conditional capital increase with the con- sent of the Supervisory Board.

Page 4/16

Convenience Translation

§ 6 Shares

1. The shares are bearer shares (Inhaberaktien).
2. The Company is entitled to issue share certificates representing individual shares or certificates representing multiple or all shares. The shareholders' right to be issued with certificates for their shares is excluded to the extent permitted by law and unless certification is required under the rules applicable at a stock exchange where the shares are admitted.
3. The form and content of any share certificates as well as any potential dividend coupon (Gewinnanteilsschein) and renewal coupon (Erneuerungsschein) shall be determined by the Management Board with the approval of the Supervisory Board.
4. In the event of a capital increase, participation in profits of new shares may be determined in deviation from Section 60 para. 2 of the German Stock Corpo- ration Act.

III.

Constitution

§ 7 Bodies of the Company

The organisational constitution of the Company is based on the dualistic system. The bodies of the Company are:

1. the Management Board (Vorstand - management body),
2. the Supervisory Board (Aufsichtsrat - supervisory body) and
3. the General Meeting (Hauptversammlung).

A.

Management Board

§ 8 Composition and Rules of Procedure

1. The Management Board shall consist of at least two members. The Supervi- sory Board may stipulate a larger number of Management Board members.
2. The appointment of Management Board members, the conclusion of their em- ployment contracts and the revocation of the appointment as well as the amendment and termination of the employment contracts are carried out by the Supervisory Board. The Supervisory Board may appoint a Chairman or

Page 5/16

Convenience Translation

Spokesman of the Management Board as well as a Deputy Chairman or a Deputy Spokesman.

1. The Management Board members shall be appointed by the Supervisory Board for a period of up to five years. Reappointments are permissible.
2. The Supervisory Board shall issue rules of procedure for the Management Board which shall also govern the allocation of responsibilities within the Man- agement Board.

§ 9 Management and Representation of the Company

1. The Management Board manages the Company on its own responsibility. It has to manage the Company's business in accordance with the law, the Arti- cles of Association and the rules of procedure for the Management Board. Without prejudice to the Management Board's overall responsibility, each Man- agement Board member independently manages the area of responsibility as- signed to him.
2. The Company is legally represented by two Management Board members act- ing jointly or by one Management Board member acting together with an au- thorised signatory (Prokurist).
3. The Supervisory Board may determine that individual Management Board members shall be authorised to represent the Company alone. Moreover, the Supervisory Board may exempt individual or all Management Board members in general or in individual cases from the prohibition of multiple representation (Mehrfachvertretung) pursuant to Section 181 alternative 2 of the German Civil Code (Bürgerliches Gesetzbuch - BGB). Section 112 of the German Stock Corporation Act remains unaffected.

§ 10 Passing of Resolutions

1. A Management Board consisting of only two persons shall only constitute a quorum if all Management Board members, a Management Board consisting of three or more persons shall constitute a quorum if at least half of the Man- agement Board members participate in the adoption of the resolution in person or by electronic media. Management Board members attending via telephone conference or video conference are deemed to be present. Absent Manage- ment Board members may cast their votes in writing, by fax, by email or by other customary means of telecommunication and may have another Manage- ment Board member submit such vote in a meeting.
2. The resolutions of the Management Board shall be passed by a majority of the votes cast by the Management Board members participating in the passing of

Page 6/16

Convenience Translation

the resolution, unless any other majority is required by law or these Articles of Association or the rules of procedure for the Management Board. Where the Management Board has only two members, it may pass resolutions unanimously only.

3. Further details are stipulated in the rules of procedure for the Management Board.

B.

Supervisory Board

• 11 Composition, Election, Term of Office
• 1. The Supervisory Board consists of five members. The Supervisory Board members are elected by the General Meeting. The General Meeting is not bound by election proposals.
  2. Unless otherwise specified in the election by the General Meeting, the Su- pervisory Board members shall be appointed until the end of the General Meeting which decides on the discharge for the fourth financial year after the beginning of the term of office, but for no longer than six years. The financial year in which the term of office begins is not included in this calculation. Re- appointments are permissible.
  3. Each Supervisory Board member may resign from office without good cause (wichtiger Grund) by giving at least one month's notice in writing to the Chair- man of the Supervisory Board or, in the event of resignation by the Chairman of the Supervisory Board, to the Deputy Chairman. The Chairman of the Su- pervisory Board or, if the Chairman of the Supervisory Board resigns, the Deputy Chairman may shorten the notice period or waive the requirement to comply with the notice period.
  4. A by-election for a Supervisory Board member who has resigned before the end of the term of office shall be held for the remainder of the term of office of the resigning Supervisory Board member, unless the General Meeting de- termines the term of office of the successor differently.
  5. When electing Supervisory Board members, the General Meeting may elect substitute members for such Supervisory Board members at the same time. Such substitute members shall replace the Supervisory Board members who resigned before the end of their regular term of office in an order determined by the General Meeting at the time of election. If a substitute member takes the place of the resigning Supervisory Board member, his office shall expire at the end of the General Meeting at which a by-election is held in accordance with paragraph 4, but at the latest upon expiry of the term of office of the

Page 7/16

Convenience Translation

resigning Supervisory Board member. If the substitute member who resigned as a result of a by-election was appointed to replace several Supervisory Board members, his position as substitute member shall be revived.

• 1. The General Meeting may dismiss the Supervisory Board members before the end of their term of office without giving reasons.
• 12 Chairman and Deputy Chairman
• 1. The Supervisory Board elects, from among its members, a Chairman and a Deputy Chairman. The Chairman and the Deputy Chairman shall be elected immediately after the General Meeting in which the new Supervisory Board members have been elected; no particular convening notice is required for such meeting. The Chairman's and his Deputy's term of office correspond to their respective term of office as Supervisory Board member unless a shorter term of office is determined at the time of election.
  2. If the Chairman or his Deputy resign from office during their term of office, the Supervisory Board shall elect, without undue delay (unverzüglich), a new Chairman or Deputy Chairman, as applicable, for the remaining term of office of the resigning person.
  3. Unless otherwise provided for in these Articles of Association, the Deputy Chairman of the Supervisory Board has the same rights as the Chairman of the Supervisory Board in all cases in which he acts as Deputy Chairman of the Supervisory Board in the event of the Chairman of the Supervisory Board being prevented from doing so.
  4. Declarations of intent (Willenserklärungen) by the Supervisory Board are made on behalf of the Supervisory Board by the Chairman of the Supervisory Board. The Supervisory Board may also authorise other Supervisory Board members to do so. The Chairman of the Supervisory Board is authorised to accept declarations on behalf of the Supervisory Board.
• 13 Rights and Duties of the Supervisory Board
• 1. The Supervisory Board monitors the activities of the Management Board. It is not entitled to manage the business of the Company itself. In all other re- spects, the Supervisory Board has all tasks and rights assigned to it by law, the Articles of Association or in any other way.
  2. The Supervisory Board may stipulate in the rules of procedure for the Man- agement Board or by resolution that certain types of transactions or measures require its approval. It may give its approval in advance to certain

Page 8/16

Convenience Translation

types of transactions or measures on a revocable basis in general or if the individual transaction or measure meets certain requirements.

• 3. The Supervisory Board is authorised to make amendments to the Articles of Association which only concern their wording.

• 14 Rules of Procedure and Committees

1. The Supervisory Board adopts rules of procedure for itself in accordance with the statutory provisions and the provisions of these Articles of Association.
2. The Supervisory Board may, in accordance with the statutory requirements, form committees from among its members, in particular an audit committee and a nomination committee, and determine their composition, duties and powers in the rules of procedure for the Supervisory Board. To the extent per- mitted by law or the Articles of Association, the Supervisory Board may assign its duties, decision-making powers and rights to its Chairman, individual mem- bers or to committees formed from among its members.

§ 15 Meetings and Passing of Resolutions

1. Meetings of the Supervisory Board are convened by the Chairman of the Su- pervisory Board with a notice period of at least five working days, not counting the day on which the invitation is sent and the day of the meeting. The Super- visory Board may stipulate a longer invitation period. The convening notice may be sent in writing, by fax, by email or by other customary means of tele- communication. In urgent cases, the Chairman of the Supervisory Board may shorten the notice period and convene the meeting orally or by telephone. In all other respects, the statutory provisions as well as the provisions of the rules of procedure for the Supervisory Board will apply with regard to the convening of meetings of the Supervisory Board.
2. The meetings of the Supervisory Board will be chaired by the Chairman of the Supervisory Board.
3. Resolutions of the Supervisory Board are generally passed in physical meet- ings. However, subject to a corresponding decision made by the Chairman of the Supervisory Board, it will be permitted to hold meetings of the Supervisory Board in the form of a video or telephone conference or to have individual Supervisory Board members attend the meeting by way of video transmission or by telephone and to also pass resolutions or vote via video conference or video transmission or telephone in such cases. Any Supervisory Board mem- bers who are absent or do not attend or join the conference call may also par- ticipate in the Supervisory Board's passing of resolutions by having another Supervisory Board member submit their written votes. In addition, they may

Page 9/16

Convenience Translation

also submit their vote orally, by telephone, by fax, by email or by other customary means of communication prior to the meeting, in the course of the meeting or subsequent to the meeting within a reasonable period of time to be determined by the Chairman of the Supervisory Board. There is no right to object to the form of resolution ordered by the Chairman of the Supervisory Board.

1. Resolutions may also be passed outside of meetings (within the meaning of paragraph 3) in writing, by fax, by email or by other customary means of com- munication or in a combination of the means mentioned above if the Chairman of the Supervisory Board orders this to be done within a reasonable period of time or if all Supervisory Board members participate in the passing of the res- olution. Supervisory Board members who abstain from voting when a resolu- tion is passed are considered participating in the passing of the resolution in this sense. There is no right to object to the form of resolution ordered by the Chairman of the Supervisory Board.
2. The Supervisory Board shall constitute a quorum only if, after all members have been invited, at least half of the members of which it must consist in total participate in the passing of a resolution. Any Supervisory Board members who are absent or do not attend or join the meeting by telephone or electronic means of communication (in particular by video conference) submitting their vote pursuant to paragraph 3 or paragraph 4 as well as any Supervisory Board members abstaining from voting when a resolution is passed are considered participating in the passing of the resolution in this sense.
3. Resolutions of the Supervisory Board shall be adopted by a simple majority of the votes cast, unless the law mandatorily provides otherwise. Abstentions are not considered as votes cast in this sense. If a vote in the Supervisory Board results in a tie, the Chairman of the Supervisory Board has the casting vote.
4. The meetings of the Supervisory Board (within the meaning of paragraph 3) as well as the resolutions adopted in these meetings must be recorded in minutes; such minutes must be signed by the Chairman of the Supervisory Board. Any resolutions passed outside of meetings (within the meaning of par- agraph 3) will be recorded in writing by the Chairman of the Supervisory Board and sent to all Supervisory Board members.
5. At the invitation of the Chairman of the Supervisory Board or the Supervisory Board, the Management Board members may attend the meetings of the Su- pervisory Board in an advisory capacity.

Page 10/16