Filed by John Chevedden. Shareholders ask our Board of Directors to remove the current provision that considers the voice of certain BorgWarner shareholders as non-shareholders. Currently all shares not held for one continuous year are considered non-shareholders if they seek to call for a special shareholder meeting on an important matter.

The current one-year exclusion for all shares held for less than one continuous year makes the current so-called shareholder right to call for a special shareholder meeting useless as useless as the 4000-words of micromanagement in the BorgWarner bylaws giving shareholders a so-called right to proxy access. There is no point to have another useless right on the books of BWA. This proposal will unlock the current useless right for BorgWarner shareholders to call a special shareholder meeting.

The reason to enable all shareholders to call for a special shareholder meeting is to allow one shareholder or a group of shareholders to quickly acquire more BWA shares to equal the challenging 20% share ownership requirement to call for a special shareholder meeting when there is an urgent matter to consider in order to incentivize a turnaround of BWA.

If BWA is in an emergency situation, no shareholder will even think of acquiring more shares in order to call for a special shareholders meeting, if they have wait one year to call for a special shareholder meeting. A one-year holding period makes no sense when a response to an emergency must wait a full year to take the first step of calling for a special shareholder meeting.

The fact that one shareholder or a group of shareholders can quickly acquire more shares to call for a special shareholder meeting is an incentive for the BWA Board of Directors to avoid such an emergency situation in the first place since the continued service of certain BWA Directors could be terminated by a special shareholder meeting. This is a good incentive for the BWA Directors to have for the benefit of all shareholders.