EXECUTION VERSION
CERTIFICATE OF RETIREMENT AND ELIMINATION
OF
SERIES B PREFERRED STOCK
OF
GARRETT MOTION INC.
(Pursuant to Section 243 of the Delaware General Corporation Law)
Garrett Motion Inc., a Delaware corporation (the “Corporation”), certifies as follows:
First: The certificate of incorporation of the Corporation authorizes the issuance of 834,800,000 shares of Series B Preferred Stock.
Second: On July 26, 2023, a duly empowered committee of the Board of Directors of the Corporation adopted resolutions retiring 834,800,000 shares of Series B Preferred Stock, which shares constituted all of the authorized shares of Series B Preferred Stock.
Third: The terms of the Series B Preferred Stock prohibit the reissuance of such shares as Series B Preferred Stock.
Fourth: Pursuant to Section 243 of the Delaware General Corporation Law, all references to the Series B Preferred Stock in the certificate of incorporation of the Corporation are hereby eliminated.
[signature page follows]
IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed by its duly authorized officer on the date set forth below.
GARRETT MOTION INC. | |||||
By: | /s/ Jérôme Maironi | ||||
Jérôme Maironi | |||||
Senior Vice President, General Counsel and Corporate Secretary | |||||
Date: | July 26, 2023 |