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Updated on 10.03.2015____.03.2017

We, the undersigned:

1. LEONI Bordnetz-Systeme GmbH, headquartered in 97318 Kitzingen, Flugplatzstr 74 Germany,

registered with the Wrzburg Trade Register under the no. HRB 9269, represented by the
administrators with joint power of representation, Mr. JRGEN LINHARDMichael Rummel, born on
15.02.1967, and Mr. HELMUT ZEHNDERRalf Maus, born on 18.06.1959, represented, in their turn, by
the empowered representative, Atty. Raluca-Isabela Opriiu, according to the LEONI Wiring Systems
Arad S.R.L. company's Sole Shareholder Decision dated 13.02.2015,

2. LEONI Bordnetze Verwaltungs-GmbH, headquartered in 90402 Nrnberg, Marienstr 7, Germany,

registered with the Nrnberg Trade Register under the no. HRB 15957, represented, in their turn, by
the empowered representative, Atty. Raluca-Isabela OpriiuMr. Michael Rummel, according to the
LEONI Bordnetze Verwaltungs-GmbH company's Sole Shareholder Decision dated 16.02.2015,

drawn up this updated Articles of Incorporation of LEONI WIRING SYSTEMS ARAD S.R.L.

Chapter I. Name. Legal form. Duration. Registered office.

Art. 1 Name

The name of the company is S.C. "LEONI WIRING SYSTEMS ARAD" S.R.L.

In all the deeds, invoices, notifications, publications and other deeds issued by the company, the name
of the company shall be preceded or followed by the words "limited liability company" or the initials
S.R.L., the share capital, the company's headquarters and the Trade Register Registration Number.

Art. 2 Company's Legal Form

The company is a Romanian legal person, having the legal form of limited liability company.

The company shall operate in compliance with the provisions of this Articles of Incorporation and of the
Romanian laws applicable to the commercial companies.

Art. 3 Company's Registered Office

The registered office of the company is in Romania, Arad, Zona Industriala Vest- St. I, no. 11, Arad

The company can incorporate branches and subsidiaries in Romania and abroad, according to the
Romanian laws.

The shareholders are bound to supervise these branches and subsidiaries registration in the Trade
Register at their operating place.

Art. 4 Company's Duration

The company's duration is unlimited, starting with the Trade Register registration date.

Chapter II. Company's Object of Activity

Art. 5 Company's Object of Activity Main activity field:

293 Manufacture of parts and accessories for motor vehicles

Main activity: 2931 Manufacture of electrical and electronic equipment for motor vehicles

Other activities: 259 Manufacture of other fabricated metal products, 2593 Manufacture of wire
products, chain and springs. 2599 Manufacture of other fabricated metal products n.e.c. 261
Manufacture of electronic components and boards. 2611 Manufacture of electronic components, 2612
Manufacture of loaded electronic boards, 273 Manufacture of wiring and wiring devices, 2731
Manufacture of fiber optic cables. 2732 Manufacture of other electronic and electric wires and cables,
2733 Manufacture of wiring devices, 274 Manufacture of electric lighting equipment, 2740 Manufacture
of electric lighting equipment. 279 Manufacture of other electrical equipment, 2790 Manufacture of
other electrical equipment, 291 Manufacture of motor vehicles, 2910 Manufacture of motor vehicles,
309 Manufacture of transport equipment , n.e.c., 3091 Manufacture of motorcycles, 332 Installation of
industrial machinery and equipment, 3320 Installation of industrial machinery and equipment, 452
Maintenance and repair of motor vehicles, 4520 Maintenance and repair of motor vehicles, 453 Sale of
motor vehicle parts and accessories, 4531 Wholesale trade of motor vehicle parts and accessories,
4532 Retail trade of motor vehicle parts and accessories, 461 Wholesale on a fee or contract basis,
4619 Agents involved in the sale of a variety of goods, 469 Non-specialized wholesale trade, 4690
Non-specialized wholesale trade, 521 Warehousing and storage, 5210 Warehousing and storage, 620
Computer programming, consultancy and related activities, 6209 Other information technology and
computer service activities, 702 Management consultancy activities, 7022 Business and other
management consultancy activities,711 Architectural and engineering activities and related technical
consultancy, 7112 Engineering activities and related technical consultancy,732 Market research and
public opinion polling, 7320 Market research and public opinion polling, 742 Photographic activities,
7420 Photographic activities, 743 Translation and interpretation activities, 7430 Translation and
interpretation activities, 772 Renting and leasing of personal and household goods, 7729 Renting and
leasing of other personal and household goods, 773 Renting and leasing of other machinery,
equipment and tangible goods, 7733 Renting and leasing of office machinery and equipment
(including computers), 7739 Renting and leasing of other machinery, equipment and tangible goods
n.e.c., 821 Office administrative and support activities, 8211 Combined office administrative service
activities, 8219 Photocopying, document preparation and other specialized office support activities,
822 Activities of call centers, 8220 Activities of call centers, 829 Business support service activities
n.e.c., 8292 Packaging activities. 8299 Other business support service activities n.e.c.

The company may carry out the mentioned activities either directly, or by third parties, including by
participation in the capital of other companies, incorporated or pending incorporation.

The object of activity can be modified by the shareholders' decision, in compliance with the legislation
in force.

Chapter III. Share capital - Shares

Art. 6 Share capital

The company's share capital is 45,703,200.00 lei (total value in Euro 15,279,093.85, 1 Euro/1.13
USD/4.43 RON), exclusively made up of capital contributions in cash of 11,615,373 USD, 5,000,000
Euro and 12 RON, divided into 3,808,600 shares with a nominal value of 12 RON each, as follows:

LEONI Bordnetz-Systeme GmbH, with a capital contribution in cash of 45,703,188 RON, of which
11,615,373 USD and 5,000,000 Euro, holds 3,808,599 shares with a value of 12 RON each and,
thus, 99.99997374 % of the share capital and of the share on benefit and loss;

LEONI Bordnetze Verwaltungs-GmbH, with a capital contribution in cash of 12RON, the equivalent of
2.70 Euro (taking into consideration an exchange rate of 1 Euro/4.43 RON), holds a share with a
nominal value of 12 RON and, thus, 0.00002626 % of the share capital and of the share on benefit
and loss.
Art. 7 Share Capital Modification

The share capital can be increased by the shareholders' decision, under the conditions provided by
the legislation regarding commercial companies, by new capital contributions in cash or in kind made
by the shareholders, by contributions of new shareholders co-opted in the company, or by including in
the capital the legal profits after the payment of the afferent taxes and fees or the company's reserves,
except for the legal reserves.

This modification is subjected to the registration in the Trade Register.

The share capital reduction shall be made by the shareholders-decision, in compliance with the
minimum stipulated by law. The decision to reduce the share capital must point out the reasons that
led to this reduction.

In case the share capital reduction was determined by other causes than the shareholders' decision,
they. shall either decide the reduction of the share capital down to the legal limit, or its replenishment.
No dividend or other benefit can be paid prior to the aforementioned formalities completion.

The reduction becomes effective two months after the publication of the reduction decision in the
Official Gazette.

Art. 8 Shares.

The shares cannot be represented by negotiable securities. It is forbidden for the company to issue
securities to bearer (transferable securities).

Art. 9 Shares Transfer.

The shareholders may decide the shares assignment to other natural or legal persons, Romanian or
foreign, which shall thus became shareholders within the company, and which are due to conclude a
memorandum of association. Within the General Shareholders Meeting, each share entitles to one

The shares transfer must be recorded in the company's Shareholders Register and in the Trade

Art. 10 Shares Indivisibility.

The shares are indivisible to the company, which only recognizes a single owner for each of them.

Chapter IV. Decisions, Administration and Control

Art. 11 General Shareholders Meeting Decisions

The General Shareholders Meeting has the following attributions:

a) approves the company's organizational structure;

b) appoints and revokes, as provided by law, the company's administrator, the censors committee,
establishes their fees and allowances and discharges them from administration;
c) approves the company' s Internal Regulation Policy;
d) establishes the powers and responsibilities of the administrator;
e) reviews, amends and approves the company's work program and the annual income and
expenditures budget;
f) decides on bank loans contracting and guarantees granting;
g) amends and approves the balance sheet, profit and loss account, following the Administrator and
the Censors Committee Report approval; approves the profit distribution per destinations.
h) decides both the increase and the reduction of the share capital and the shares assignment
i) decides on the amendments brought to the Articles of Incorporation;
j) decides on making new major investments;
k) decides the evaluation methods for determining the company assets value;
l) decides on the change of the object of activity or of the registered office

Art. 12 Company Administration

The company can be administered by one or more administrators appointed by shareholders decision.
The administrator has full powers in the company representation in relations with third parties.

The administrator cannot transfer the power of representation to another person except for solid
reasons. The administrator cannot, without the shareholders help, hold a similar function in another
competing commercial company or having a similar object of activity.

The number of administrators can be changed by the shareholders' decision. In case new
administrators are appointed, they must be registered with the Trade Register Office.

Presently, the company administration is ensured by 2 administrators:

Mr. JURGEN MARTIN GONETZDelia-Gianina Hosszu, German Romanian citizen, born on

19.11.197025.10.1962, in SchweinfurtArad, GermanyArad Country, domiciled in Ion I.C. Brtianu St.
no. 7, ap. 397353 Wiesentheid, Arad Country, Alte Abtswinder St. 58, Germany, holder of the passport
identity card series AR no. 3236153193 499484, issued by SPCJEP Arad, the German Consulate
General in Atlanta, Georgia,. United States of America, on 19.07.200123.12.2010, valid until
19.11.2020 and

Mr. STOICA OVIDIU PETRU, Romanian citizen, born on 11.06.1977 in Sibiu, Sibiu County, domiciled
in Arad, Hateg St. no. 7, entrance E, 3rd floor, ap. 10, Arad County, holder of the identity card series
AR, number 292204771957, issued by SPCLEP Arad on JB.0.4.200609.06.2016, valid until

Art. 13 Administrators Powers

The administrators have unlimited powers in the company representation activities, being able to act
together on behalf of the company, but they can only conclude deeds that enter in the aforementioned
company object. The decision must be made unanimously by the administrators; in case of
discrepancy between administrators, the shareholders of the company will decide.

The sole shareholder administrator or the administrators acting together or individually, if more than
one, ensure the company's general administration on their own responsibility and represent the
company in the relation with third parties and with the courts of law, being able to act on behalf of the
company in any situation without a special power of attorney being necessary, by all the means of
appeal and remedies at law, except for the powers expressly assigned by law to the General
Shareholders Meeting.

The administrator or each administrator, if more than one, must provide for the shareholders, upon
their request, any information regarding the company.

The administrator or each administrator, if more than one, must prepare the company's administrative
and accounting records and keep them available for the shareholders.

The administrator or each administrator, if more than one, are responsible for the elaboration of the
company balance sheet and annual inventory, which must be annually subjected to the shareholders'

The administrator or each administrator, if more than one, shall personally sign the commitments
contracted in the company' s name and for the company, provided that they specify the quality in
which they sign: ...For the limited liability company LEONI WIRING SYSTEMS ARAD S.R.L.,

The administrator or each administrator, if more than one, shall only have signature right for the
company's administrative activities subject to their revocation and/or payment of damages.

According to the internal regulations, and without the possibility that this clause shall be opposable to
third parties or invoked by them, it is stipulated that the loans, except for the bank credits and the
loans or deposits approved by the shareholders, all the acquisitions, sales or exchanges of social
immovable properties or the mortgage of goodwill belonging to the company (or of some part of the
company's assets), the incorporation of companies or the contribution of a part or of all the assets to
an incorporated company or to a company that shall be incorporated, can only be performed based on
the previous decision of the shareholders.

The administrator or each administrator, if more than one, must devote the time and attention needed
for the company business; they can be represented, under their personal responsibility, and provided
that this delegation of powers is special and temporary, by another person appointed by them. The
administrators are entitled, provided that they act conjunctly, in case of several administrators, to
choose one or several managers for whom they shall establish attributions, fixed remuneration and
percentage remuneration, and the conditions regarding their appointment and revocation.

Each administrator is responsible, in compliance with the common law provisions, to the company and
third parties, both for the non-compliance with the legal provisions and the Articles of Incorporation
provisions, and for the mistakes they might commit during the exercise of their administrative activity.

The administrator, in this quality that he/she holds, cannot be personally bound, as regards the.
company's commitments, being responsible only for the mandate performance.

This article provisions are also completed with the general dispositions of the Law no. 31/1990,
republished, on the limited liability companies' administrators responsibility.

Mandate duration and termination

Administrators' functions duration is established by the General Shareholders Meeting.

The administrator or administrators are always revocable based on the shareholders' decision. The
revocation does not entail the payment of damages by the shareholders/company.

In the situation of the thus pronounced revocation, the revoked administrator immediately ceases the
functions by right.

The sole administrator can waive his/her functions, provided that he/she notifies the shareholders
three month prior, through a simple letter, subject to the company's right to claim damages from the
administrator who resigns in bad faith and with no legitimate cause.

The administrator functions cessation, for any of the aforementioned causes; does not entail the
company dissolution.


Each administrator is entitled, in proportion to his/her duties, to a remuneration whose value and
payment methods shall be established based on the shareholders decision. The administrators are in
plus, entitled to the reimbursement of the-representation and travel expenses.

Art. 14 Censors .

The company's management is controlled by the shareholders, or by the expert appointed by them. If
the shareholders number shall exceed 15, the company's control shall be ensured by the censors.
Chapter V Accounting Situation. Benefits. Dividends.

Art. 15 Financial Accounting Year.

The financial year starts on January 1"and ends on December 31st each year.

Art. 16 Accounting Situation. Balance Sheet.

A regular accounting of the operations shall be kept, as provided by law.

At the closing of each financial year, the administrators elaborate the inventory of the components of
asset and liability items existent on that date. Also, they elaborate the balance sheet and the profit and
loss account in compliance with the dispositions and regulations in force.

Net income resulted after the general expenses and other expenses deduction, as well as of all
depreciations and provisions, constitutes the benefit.

From this benefit, diminished in case of previous losses, a percent of at least 5 % per year is drawn,
affected to the creation of a reserve account named the legal reserve. This drawing stops being
mandatory after the legal reserve reaches a fifth of the share capital.

After approving the accounts and ascertaining the existence of the amounts to be distributed, the
shareholders determine the allocated part in the form of dividends.

The dividends shall be distributed after the payment of afferent taxes and fees.

Any dividend distributed in violation of these rules is considered to be a sham dividend.

The effective payment of dividends shall be made within a deadline established based on the General
Shareholders Meeting's decision, or in its absence, on the administrators' decision.

Chapter VI. Legal Form Modification. Dissolution. Liquidation. Disputes.

Art. 17. Legal Form Modification

The company can be transformed in another legal form of company based on the shareholders
decision, in compliance with the legal provisions.

Art. 18 Dissolution. Liquidation.

The company's dissolution shall be made based on the shareholders' decision, in the situations and in
compliance with the procedure provided by Law no. 31/1990, republished.

Art. 19 Applicable Law. Disputes.

This Articles of lncorporation is subject to the Romanian law.

Any disagreement regarding this Articles of lncorporation application or interpretation, which can arise
during the company's duration or at the moment of its liquidation, is in the law courts and common law
courts jurisdiction.

This Articles of lncorporation was drawn up today, 10.03.2015___.03.2017, in four original copies.


LEONI Bordnetz-Systeme GmbH LEONI Bordnetze Verwaltungs-GmbH