ATTENDANCE AND PROXY FORM ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AUTOMOTIVE COMPONENTS EUROPE SA TO BE HELD ON JUNE 16, 2015 AT 11.00 AM (CET) Shareholder identification: The Surname and first name/ Name of the company Address/Registered office of the company being the holder of. bearer share(s) (ISIN code: LU0299378421) of AUTOMOTIVE COMPONENTS EUROPE S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 38, boulevard Napoléon 1 er, L-2210 Luxembourg, registered with the Luxembourg register of commerce and companies under number B 118130 (the Company ) 1, 1. 2. wish to attend the annual general meeting of Shareholders to be held at the registered office of the Company on JUNE 16 2015 at 11.00 a.m. CET (the Annual General Meeting ) in person. will not attend the Annual General Meeting. I irrevocably give power to the chairman of the Annual General Meeting (the Chairman ) to vote in my name and on my behalf and as the Chairman deems fit on all resolutions on the entire agenda in addition to all amendments or new resolutions that would be validly presented to the Annual General Meeting, unless a different proxyholder is named below:.. Indicate the last name, first name and address of the proxyholder that you appoint if you do not wish to grant proxy to the Chairman of the Annual General Meeting. 3. will not attend the Annual General Meeting and irrevocably gives power with the following voting instructions (when applicable) to the Chairman of the Annual General Meeting: 1 Choose one of the three options, tick the corresponding box, date and sign the form in the indicated place. Page 1 of 5
Items PROPOSALS OF RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS Vote for Vote against Abstention 1 Approval of the annual accounts for the 2014 financial year. To approve the annual accounts for the 2014 financial year in their entirety with a resulting profit of EUR 4,223,991. 2 Approval of the consolidated accounts for the 2014 financial year. To approve the consolidated accounts for the 2014 financial year in their entirety. 3 Approval of the allocation of results. To approve the allocation of the financial results for the financial year ended December 31, 2014 as follows: Base of the allocation Euros Profit for the financial year 4,223,991 Allocation to dividends 1,448,658.05 Allocation to other reserves 2,775,332.95 Total 4,223,991 The dividend will be paid on July 30, 2015. To authorize the board of directors to execute any act and take any other measure necessary for the execution of the foregoing resolution. 4 Approval of the discharge of the directors of the Company. To grant discharge to the directors of the Company for the 2014 financial year. 5 Approval of the discharge of the statutory auditor of the Company. To grant discharge to Fiduciaire Fibetrust S.à r.l., as statutory auditor of the Company for the 2014 financial year. 6 Approval of the re-appointment of Deloitte S.A. as approved independent auditor of the Company to audit the consolidated and stand alone accounts of the Company, its mandate to expire at the annual general meeting of shareholders to approve the accounts of the Company for the financial year ending December 31, 2015. To re-appoint Deloitte S.A. as approved independent auditor of the Company to audit the consolidated and stand alone accounts of the Company, its mandate to expire at the annual general s meeting of shareholders to approve the accounts of the Company Page 2 of 5
for the financial year ending December 31, 2015. 7 Approval of the re-appointment of Fiduciaire Fibetrust S.à r.l. as statutory auditor of the Company, its mandate to expire at the annual general meeting of shareholders to approve the accounts of the Company for the financial year ending December 31, 2015 To re-appoint Fiduciaire Fibetrust S.à r.l. as statutory auditor of the Company, its mandate to expire at the annual general meeting of shareholders to approve the accounts of the Company for the financial year ending December 31, 2015. If amendments or new resolutions were to be validly presented, I irrevocably give power to the Chairman of the Annual General Meeting, to vote in my name and as he deems fit, unless I tick the box below: I abstain Any blank form will be considered as an irrevocable proxy to the Chairman of the Annual General Meeting, to vote in the name and on behalf of the shareholder and as he deems fit. Any lack of choice that is clearly expressed on the various voting instruction options provided above or any contradictory choice will be considered as a choice under option 2, with an irrevocable proxy to the Chairman of the Annual General Meeting, to vote in the name and on behalf of the shareholder and as he deems fit. Made on 2015 For individual person For legal entity Signed By Name and last name Name: Title: Page 3 of 5
INSTRUCTIONS FOR COMPLETION THE ANNUAL GENERAL MEETING IDENTIFICATION OF SHAREHOLDERS a. The signatory is requested to accurately enter his/her surname (in block capital letters) and his/her first name. In case of legal entities, the corporate denomination and registered office must be indicated as well as the name, first name, and authority of the signatory. If the signatory is not a shareholder (for example: a receiver, guardian, etc.), he must mention his name, first name and the capacity in which he signs the form. b. A shareholder can be represented by a proxy of his choice who does not need to be a shareholder. c. By signing, I consent that the featured data are collected, processed and used for the purpose of the organization of the Annual General Meeting and the voting on the resolutions. The Company is the controller. The data may be transmitted to entities involved in the organisation of the Annual General Meeting. I have a right of access to, and the right to rectify, the data that concerns me. Data may be stored for thirty years. d. Capitalized terms used herein and not otherwise defined in this attendance and proxy form shall have the meaning as defined in the convening notice including the proposed resolutions. This attendance and voting proxy is governed by, and shall be construed in accordance with Luxembourg law. Luxembourg courts have exclusive jurisdiction to hear any dispute or controversy arising out of or in connection with this attendance and proxy form. ATTENDANCE TO THE ANNUAL GENERAL MEETING The right to participate in the Annual General Meeting is determined on the basis of share ownership on the fourteenth day prior to the Annual General Meeting, namely on June 2, 2015 at 24:00 (CET) (hereinafter the Record Date ). All shareholders holding shares on the Record Date have the right to attend the Annual General Meeting regardless of the number of shares held. Shareholders wishing to participate in the Annual General Meeting must indicate their intention to the Company or the Agent by mail, fax or email to the addresses and numbers below at the latest on the Record Date. For Shareholders who wish to attend the Annual General Meeting either in person or by appointing either the chairman of the Annual General Meeting or a third party as a proxy, this attendance and proxy form must be returned duly signed and completed to arrive no later than June 14, 2015 at 11:59pm (CET) to the registered office of the Company or to the Agent with a Certificate, (where relevant) as indicated below, either; OR (i) (i) to the registered office of the Company for the attention of Liliana De Feudis: By post: 38, boulevard Napoléon 1 er, L-2210 Luxembourg. By email: l.defeudis@fibetrust.lu By fax: + (352) 26 37 71 50. to the Agent EBCC S.p.z.o.o., for the attention of Mr. Piotr K Fugiel. by post: ul. Bystrzycka 89, 54-215 Wroclaw, Poland by email: pfugiel@acegroup.lu by fax: +48 71 351 18 90 Page 4 of 5
Shareholders holding their shares through the clearing and settlement system of the National Depository for Securities who wish to take part in the Annual General Meeting need to arrange with their respective financial intermediary (brokerage house or custodian bank) holding the shares on their accounts to obtain a certificate evidencing the identity of the shareholder and the number of shares held by such shareholder on the Record Date (the Certificate ). Page 5 of 5