Other preliminary information statements



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UNITED STATES




SECURITIES AND EXCHANGE COMMISSION


< br>
Washington, D.C. 20549










SCHEDULE 14C




Information Statement Pursuant to Section 14(c) of




the Securities Exchange Act of 1934




(Amendment No.     )


















































Check the appropriate box:






Preliminary Information Statement







Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))







Definitive Information Statement



Garrett Motion Inc.




(Name of Registrant as Specified In Its Charter)













































































































































































































Payment of Filing Fee (Check the appropriate box):






No fee required.






Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.






(1)



Title of each class of securities to which transaction applies:














(2)



Aggregate number of securities to which transaction applies:














(3)



Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):














(4)



Proposed maximum aggregate value of transaction:














(5)


Total fee paid:























Fee paid previously with preliminary materials.






Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.






(1)



Amount Previously Paid:














(2)



Form, Schedule or Registration Statement No.














(3)



Filing Party:














(4)



Date Filed:





























LOGO




GARRETT MOTION INC.



Z.A. La Pièce 16



1180 Rolle



Switzerland




NOTICE OF
STOCKHOLDER ACTION



February [    ], 2022



To Holders of Series A Cumulative Convertible Preferred Stock of Garrett Motion Inc. (the “Corporation,” “we,”
“our” or “us”):



NOTICE IS HEREBY GIVEN that on February [    ], 2022, the holders of a majority of
our outstanding shares of Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”), in lieu of a meeting of the stockholders, authorized and approved by written consent an amendment and restatement of the current
certificate of designations of the Series A Preferred Stock (the “Certificate of Designations”). The amended and restated Certificate of Designations, which is attached hereto as

Annex A

(the “Amended and Restated Certificate
of Designations”) amends and restates the terms of the Certificate of Designations to provide the Corporation with greater flexibility to pay dividends and make certain distributions on, and to purchase, redeem or otherwise acquire, including
in individually negotiated transactions, shares of the Corporation’s common stock or any future class of preferred stock that ranks junior to the Series A Preferred Stock in right of payment of dividends. These amendments will provide the
Corporation with additional options to implement its previously announced $100 million share repurchase program for shares of Series A Preferred Stock and the Corporation’s common stock, par value $0.001 per share.



The Amended and Restated Certificate of Designations was unanimously approved and declared advisable to holders of our Series A Preferred
Stock by our Board of Directors pursuant to the Second Amended and Restated Certificate of Incorporation of the Corporation, and approved by written consent of the holders of a majority of our Series A Preferred Stock pursuant to the Certificate of
Designations and Section 228 of the Delaware General Corporation Law, which permits any action to be taken at a meeting of stockholders to be taken by written consent by the holders of the number of shares of stock required to approve the
action at a meeting at which all shares entitled to vote were present and voted.



The accompanying Information Statement is being
furnished only to inform holders of our Series A Preferred Stock of the action described above before it takes effect in accordance with Rule

14c-2

promulgated under the Securities Exchange Act of 1934, as
amended. The Amended and Restated Certificate of Designations will not be effective until filed with the Delaware Secretary of State. We intend to file the Amended and Restated Certificate of Designations twenty (20) calendar days after the
accompanying Information Statement is first mailed to holders of our Series A Preferred Stock. This Information Statement is being mailed on or about February [    ], 2022 to holders of record of our Series A Preferred Stock
as of February 8, 2022.




WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO NOT SEND US PROXY.


























By Order of the Board of Directors:



/s/ Daniel Ninivaggi




Daniel Ninivaggi



Chairman of the
Board












LOGO




INFORMATION STATEMENT




WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.




GENERAL



Garrett Motion
Inc., a Delaware corporation (the “Corporation,” “we,” “our” or “us”) is furnishing this information statement (this “Information Statement”) to the holders of record of the Corporation’s Series
A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”) as of February 8, 2022 (the “Record Date”) in full satisfaction of any notice requirements we may have under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and the Delaware General Corporation Law (the “DGCL”). No action is requested or required on your part. This Information Statement is first being sent or given on or about
February [    ], 2022 to holders of record of our Series A Preferred Stock as of the Record Date.



The
Certificate of Designations for the Series A Preferred Stock (the “Certificate of Designations”), which was adopted on April 30, 2021, restricts the Corporation from declaring or paying dividends on, making certain distributions on,
and purchasing, redeeming or otherwise acquiring for consideration, shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”) and any future class of preferred stock that ranks junior to the Series A
Preferred Stock in right of payment of dividends (collectively, the “Dividend Junior Stock”), unless all cumulative accrued and unpaid preference dividends on the Series A Preferred Stock have been paid in full and certain other conditions
are met (collectively, the “Payment Conditions”). The Certificate of Designations was amended on July 21, 2021 to permit the Corporation to make certain dividends and Distributions (as defined in the Certificate of Designations) on
the Dividend Junior Stock, which includes purchases by the Corporation of shares of Common Stock, even if the Payment Conditions are not satisfied, so long as (i) the dividend or Distribution occurs on or prior to December 31, 2022, (ii)
the dividend or Distribution is approved or declared by a committee of disinterested directors of the Corporation (the “Disinterested Directors’ Committee”) and ratified by its full board of directors (the “Board”), and
(iii) the holders of Series A Preferred Stock participate in the dividend or Distribution on a pro rata basis.



As amended and
restated, the Certificate of Designations (as so amended, the “Amended and Restated Certificate of Designations”) provides greater flexibility for the Corporation to purchase shares of its Dividend Junior Stock, including shares of Common
Stock, when the Payment Conditions are not met. First, it expands the scope of permitted Distributions on Dividend Junior Stock to include purchases by the Corporation of shares of Dividend Junior Stock in individually negotiated transactions.
Second, it removes the requirement that dividends or Distributions on Dividend Junior Stock must occur on or prior to December 31, 2022. Third, it expressly permits the purchase, redemption or other acquisition for cash by the Corporation of
shares of Dividend Junior Stock without requiring ratable participation by holders of Series A Preferred Stock.



For full provisions,
please see a copy of the Amended and Restated Certificate of Designations which is attached as

Annex A

. A copy of the Amended and Restated Certificate of Designations showing the changes from the Certificate of Designations, with deleted text
shown in strikethrough and added text shown in bold and underlined, is attached as

Annex B

.





1












Summary of the Corporate Actions



On January 25, 2022, the Amended and Restated Certificate of Designations, more fully described in the section entitled “Amended and
Restated Certificate of Designations of the Series A Cumulative Convertible Preferred Stock” below, was unanimously approved and declared advisable to holders of our Series A Preferred Stock by the Board pursuant to Article Sixth of the
Corporation’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). On February 8, 2022, we had a total of [             ]
shares of Series A Preferred Stock issued and outstanding, of which [            ] shares, or approximately [    ]% were beneficially owned by (i) Centerbridge
Credit Partners Master, L.P., Centerbridge Special Credit Partners

III-Flex,

L.P. and their affiliates, and (ii) Oaktree Value Opportunities Fund Holdings, L.P., OCM Opps GTM Holdings, LLC, Oaktree
Phoenix Investment Fund LP and their affiliates (together, the “Consenting Stockholders”) (see “Security Ownership of Certain Beneficial Ownership and Management” below). On February [     ], 2022, the
Consenting Stockholders approved the actions set forth herein by written consent in lieu of a special meeting.




Voting Rights and
Outstanding Shares



We are not seeking consent, authorizations or proxies from you. Following approval by the Board pursuant to Article
Sixth of the Certificate of Incorporation, under Section 228 of the DGCL, the written consent of the holders of outstanding shares of Series A Preferred Stock having not less than the minimum number of votes which would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted may be substituted for a meeting. Approval of the holders of at least a majority of outstanding Series A Preferred Stock entitled to vote
thereon was required to approve the Amended and Restated Certificate of Designations.

This Information Statement constitutes the notice required by Section




228 of the DGCL.



As of the Record Date, we had [            ] shares of Series A Preferred Stock
outstanding and entitled to vote on the matters contemplated by this Information Statement. Holders of shares of the Common Stock and shares of Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), are not
entitled to vote or provide consents with respect to matters contemplated by this Information Statement.



Pursuant to the Certificate of
Designations, holders of shares of Series A Preferred Stock are entitled to receive, when, as and if declared by the Disinterested Directors’ Committee out of funds legally available therefor, cumulative cash dividends at an annual rate of 11%
on the stated amount per share plus the amount of any accrued and unpaid dividends on such share, accumulating daily and payable quarterly on January 1, April 1, July 1 and October 1, respectively, in each year. No cash dividend
was declared in respect of the periods ended July 1, 2021, October 1, 2021 or January 1, 2022. As a result, as of the Record Date, there were $[    ] million of unpaid cumulative preference dividends on the shares
of Series A Preferred Stock outstanding as of that date.



Pursuant to Rule

14c-2

of the Exchange
Act, the corporate actions set forth herein will not be adopted until a date at least twenty (20) days after the date on which this Information Statement has been mailed to the holders of our Series A Preferred Stock. We anticipate that the
actions contemplated herein will be effected on or about the close of business on or about February [    ], 2022, when we file the Amended and Restated Certificate of Designations with the Secretary of State of the State of
Delaware (the “Effective Date”).




There are no rights of appraisal or similar rights of dissenters with respect to the
Amended and Restated Certificate of Designations.



The entire cost of furnishing this Information Statement will be borne by the
Corporation. We have asked or will ask brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of the Series A Preferred Stock held of record by such brokers and other custodians,
nominees and fiduciaries and will reimburse such persons for


out-of-pocket


expenses incurred in forwarding such material.





2












AMENDMENT AND RESTATEMENT OF CERTIFICATE OF DESIGNATIONS




OF THE SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK



The Board has unanimously proposed, and the holders of approximately [    ]% of our outstanding shares of Series A
Preferred Stock on the Record Date have approved, amending and restating the Certificate of Designations. The Amended and Restated Certificate of Designations, is set forth in

Annex A

. The Amended and Restated Certificate of Designations will
become effective as of the Effective Date.




Background and Rationale



On November 16, 2021, the Corporation announced a $100 million share repurchase program to purchase shares of Series A Preferred
Stock and Common Stock (the “Share Repurchase Program”). The senior credit facility of the Corporation permits the repurchase of shares of Series A Preferred Stock prior to December 31, 2022, but only if there is a pro rata repurchase
of shares of Common Stock. Although the Corporation is permitted to purchase shares of capital stock under its senior credit facility and the Certificate of Designations, there are restrictions in the Certificate of Designations that limit the
purchase options available to the Corporation. For example, the senior credit facility of the Corporation permits individually negotiated transactions to purchase shares of Common Stock. But the Certificate of Designations does not. As a result, the
Corporation cannot acquire shares of Common Stock in block trades. By amending the Certificate of Designations, the Corporation seeks to expand the types of transactions and the circumstances under which it can pay dividends or make Distributions on
Dividend Junior Stock (including purchases of Common Stock). The Corporation believes that this greater flexibility to pay dividends or make Distributions (including purchases of Common Stock) will enable the Corporation to engage in purchases or
other acquisitions of its equity securities in a manner that maximizes the benefit to its stockholders, whether as part of the Share Repurchase Program or a future transaction.




Amendments



Section 4(c) of the Certificate of Designations currently provides that unless all cumulative accrued and unpaid Preference Dividends have
been paid in full, the full Preference Dividend for the current period has been paid or declared and set aside for payment, and all prior redemption requirements for the Series A Preferred Stock have been complied with, the Corporation is restricted
from paying dividends on, making Distributions in respect of, or purchasing, redeeming or otherwise acquiring shares of Dividend Junior Stock. Notwithstanding this limitation, the Certificate of Designations permits the payment of dividends and
certain Distributions on Dividend Junior Stock (which includes purchases of Common Stock) prior to December 31, 2022, if such dividend or Distribution meets certain conditions, including that the holders of Series A Preferred Stock participate
in the dividend or Distribution on a pro rata basis, and that such dividend or Distribution has been approved by the Disinterested Directors’ Committee and ratified by the Board as a whole.



The Amended and Restated Certificate of Designations amends Section 4(c) and related definitions to: (i) remove from
Section 4(c)(y) of the Certificate of Designations the December 31, 2022 sunset date for certain dividends and Distributions on Dividend Junior Stock permitted pursuant to Section 4(c); (ii) revise the term “Distribution” in
Section 1(dd) of the Certificate of Designations to remove from such definition the exclusions of (x) repurchases of Common Stock in individually negotiated transactions, and (y) other repurchases or redemptions of the
Corporation’s capital stock approved by both the holders of a majority of the outstanding shares of Corporation’s capital stock entitled to vote on matters on which holders of the Common Stock are entitled to vote and a majority of holders
of Series A Preferred Stock; and (iii) add a new exception in Section 4(c)(x)(1) to permit the Corporation to purchase, redeem or otherwise acquire shares of Dividend Junior Stock for cash, without the requirement that holders of Series A
Preferred Stock participate in such purchases, redemptions or other acquisitions on a pro rata basis, if approved by the Disinterested Directors’ Committee and ratified by the affirmative vote of at least

two-thirds

of the Board then in office.



The Amended and Restated Certificate of Designations also
reflects certain clerical and conforming revisions and clarifications.





3












INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON



Except in their capacities as stockholders (which interest does not differ from that of other holders of the Series A Preferred Stock), none
of our directors or officers or their associates have any substantial interest, direct or indirect, by security holdings or otherwise, in the Amended and Restated Certificate of Designations.




NO APPRAISAL RIGHTS



Under the DGCL, our stockholders are not entitled to dissenters’ or appraisal rights with respect to the matters contemplated by this
Information Statement, and we will not independently provide stockholders with any such rights.




SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT




Beneficial Ownership



The table below sets forth information as of February [    ], 2022, regarding the amount and percentage of our outstanding
shares of Common Stock and Series A Preferred Stock beneficially owned by (i) each person known by us to own beneficially more than 5% of our outstanding Common Stock and Series A Preferred Stock (based on Schedule 13G or Schedule 13D filings
with the SEC and information supplied by the applicable persons), (ii) each of our named executive officers and directors, and (iii) all of our executive officers and directors as a group. Unless otherwise indicated, each of the persons below
has sole voting and investment power with respect to the shares beneficially owned by such person. Pursuant to

Rule 13d-3(d)(1)(i) under

the Exchange Act, the beneficial owner of securities as a
result of conversion privileges exercisable within 60 days considers such securities outstanding for purposes of calculating the percentage of a class of equity securities held by such beneficial owner, but may not assume the exercise of conversion
privileges held by others. As a result, the percentages of a class of equity securities held by beneficial owners may sum to more than 100%.

















































































































































































































































































































































































































Beneficial Owner





Amount of


Beneficial


Ownership


of Common


Stock(1)





Percent of


Class(2)





Amount of


Beneficial


Ownership of


Series A


Preferred Stock





Percent of


Class





5% Stockholders:




















A

TTESTOR

V

ALUE

M

ASTER

F

UND

LP(3)





4,237,711




6.23

%



3,514,904




1.43

%


B

AUPOST

G

ROUP

, L.L.C.(4)





29,055,292




32.28

%



25,480,292




10.36

%


C

YRUS

(5)





33,192,518




38.18

%



22,972,264




9.61

%


S

ESSA

C

APITAL

(M

ASTER

), L.P.(6)





23,504,588




28.97

%



16,592,384




6.75

%


H

ONEYWELL

I

NTERNATIONAL

I

NC

.(7)





7,092,446




10.32

%



4,196,330




1.71

%


N

EWTYN

(8)





4,930,062




7.29

%



3,127,967




1.27

%


K

EYFRAME

(9)





4,891,228




7.20

%



3,385,178




1.42

%


H

AWK

R

IDGE

M

ASTER

F

UND

,
L.P.(10)





6,023,159




8.83

%



3,686,595




1.50

%


C

ENTERBRIDGE

C

REDIT

P

ARTNERS

M

ASTER

,
L.P.(11)





20,205,933




24.01

%



19,621,696




7.98

%


C

ENTERBRIDGE

S

PECIAL

C

REDIT

P

ARTNERS


III-F


LEX

, L.P.(11)





51,791,249




45.62

%



48,985,486




19.92

%


O

AKTREE

V

ALUE

O

PPORTUNITIES

F

UND

H

OLDINGS

, L.P.(12)





15,093,203




19.13

%



14,374,581




5.85

%


OCM O

PPS

GTM H

OLDINGS

, LLC(12)





55,429,960




47.34

%



52,555,471




21.38

%


O

AKTREE

P

HOENIX

I

NVESTMENT

F

UND

LP(12)





1,904,762




2.87

%



1,904,762




0.77

%



Directors and Named Executive Officers:




















D

ANIEL

N

INIVAGGI





—




*




—




—





AUN

N

ORMAN





—




*




—




—



J

OHN

P

ETRY

(6)





23,504,588




28.97

%



16,592,384




6.75

%




4











































































































































































































































































































































Beneficial Owner





Amount of


Beneficial


Ownership


of Common


Stock(1)





Percent of


Class(2)





Amount of


Beneficial


Ownership of


Series A


Preferred Stock





Percent of


Class




T

INA

P

IERCE





—




—




—




—



R

OBERT

S

HANKS





—




—




—




—



S

TEVEN

S

ILVER





—




—




—




—



J

ULIA

S

TEYN





—




*




—




—



S

TEVEN

T

ESORIERE





—




—




—




—



O

LIVIER

R

ABILLER





146,800




*




—




—



S

EAN

D

EASON





—




—




—




—



D

ANIEL

D

EIRO





—




—




—




—



C

RAIG

B

ALIS





20




*




—




—



J

OANNE

L

AU





—




—




—




—



T

HIERRY

M

ABRU





—




—




—




—



J

EROME

M

AIRONI





4,000




*




—




—



F

ABRICE

M

ICHEL

S

PENNINCK





10,000




*




—




—



Executive officers and directors as a group (consisting of 16 persons)





23,665,408




36.67

%



16,592,384




6.75

%









*


Less than 1%.









(1)


The amount of Common Stock beneficially owned includes Common Stock issuable upon conversion of our Series A
Preferred Stock.









(2)


The percentage of Common Stock beneficially owned includes Common Stock issuable upon conversion of our Series
A Preferred Stock by the relevant holder and represents the aggregate voting power held by the relevant holder.









(3)


These securities are beneficially owned by (i) Attestor Value Master Fund LP, a Cayman Islands exempted
limited partnership (“Attestor”), as a result of its direct ownership of the Shares reported herein, (ii) Attestor Value Fund GP Limited, a Cayman Islands exempted private limited company (“Attestor GP”), as the sole general
partner of Attestor, (iii) Attestor Capital Limited, a Cayman Islands exempted private limited company (“Attestor Capital”), as the manager to Attestor GP, (iv) Attestor Limited, a private limited company registered in England
and Wales (with company number 12080120) (“Attestor Limited”), as the investment manager to Attestor, and

(v) Mr. Jan-Christoph

Peters, as the sole director and sole indirect shareholder of
Attestor Limited. Attestor, Attestor GP, Attestor Capital, Attestor Limited and Mr. Peters disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein, if any. The principal business office of
Attestor Limited and Mr. Peters is 7 Seymour Street, London W1H 7JW, United Kingdom.









(4)


Held on behalf of entities affiliated with The Baupost Group, L.L.C. (“Baupost”). Baupost is a
registered investment adviser and acts as the investment adviser to certain private investment limited partnerships on whose behalf these securities were indirectly purchased. Baupost Group GP, L.L.C. (“BG GP”), as the Manager of Baupost,
and Seth A. Klarman, as the sole Managing Member of BG GP and a controlling person of Baupost, may be deemed to have beneficial ownership of the securities beneficially owned by Baupost. Baupost, BG GP and Seth A. Klarman have shared voting and
investment power over these shares. BG GP and Mr. Klarman disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein, if any.









(5)


These securities are beneficially owned by (i) Canary SC Master Fund, L.P., a Delaware limited partnership
(“CANM”), as a result of its direct ownership of shares of Common Stock and Series A Preferred Stock, (ii) Crescent 1, L.P., a Delaware limited partnership (“CRES”), as a result of its direct ownership of shares of Common
Stock and Series A Preferred Stock, (iii) CRS Master Fund, L.P., a Delaware limited partnership (“CRSM”), as a result of its direct ownership of shares of Common Stock and Series A Preferred Stock, (iv) Cyrus 1740 Master Fund,
L.P., a Delaware limited partnership (“C1740M”), as a result of its direct ownership of shares of Common Stock and Series A Preferred Stock, (v) Cyrus Opportunities






5

















Master Fund II, Ltd., a Delaware limited partnership (“COFII”), as a result of its direct ownership of shares of Common Stock and Series A Preferred Stock, (vi) Cyrus Select
Opportunities Master Fund II, L.P., a Delaware limited partnership (“CSOM2”), as a result of its direct ownership of shares of Common Stock and Series A Preferred Stock, (vii) Cyrus Select Opportunities Master Fund, Ltd, a Delaware
limited partnership (“CSOM”), as a result of its direct ownership of shares of Common Stock and Series A Preferred Stock, (viii) PC Investors III, L.P., a Delaware limited partnership (“PCI3”), as a result of its direct
ownership of shares of Common Stock and Series A Preferred Stock, (ix) Peterson Capital Investors, LLC, a Delaware limited liability company (“PCIN”), as a result of its direct ownership of shares of Common Stock and Series A
Preferred Stock, (x) Cyrus Capital Partners, L.P., a Delaware limited partnership (“Cyrus Capital Partners”), as the investment manager of CANM, CRES, CRSM, C1740M, COFII, CSOM2, CSOM, PCI3 and PCIN, (xi) Cyrus Capital Advisors,
L.L.C., a Delaware limited liability company (“Cyrus Capital Advisors”), as the general partner of CANM, CRES, CRSM, C1740M and CSOM2, (xii) Cyrus Capital Partners GP, L.L.C., a Delaware limited liability company (“Cyrus Capital
GP”), as the general partner of Cyrus Capital Partners and the managing member of Cyrus Capital Advisors, and (xiii) Mr. Stephen C. Freidheim, as the Chief Investment Officer of Cyrus Capital Partners and the sole member and
manager of Cyrus Capital GP. CANM, CRES, CRSM, C1740M, COFII, CSOM 2, CSOM, PCI3, PCIN, Cyrus Capital Partners, Cyrus Capital Advisors, Cyrus Capital GP and Mr. Freidheim disclaim beneficial ownership of such securities except to the extent of
their pecuniary interests therein, if any. The address of each of the foregoing is 65 East 55th Street, 35th Floor, New York, New York, 10022.







(6)


These securities are beneficially owned by (i) Sessa Capital (Master), L.P., a Cayman Islands exempted
limited partnership (“Sessa Capital”), as a result of its direct ownership of shares of Common Stock and Series A Preferred Stock, (ii) Sessa Capital GP, LLC, a Delaware limited liability company (“Sessa Capital GP”), as a
result of being the sole general partner of Sessa Capital, (iii) Sessa Capital IM, L.P., a Delaware limited partnership (“Sessa IM”), as a result of being the investment adviser for Sessa Capital, (iv) Sessa Capital IM GP, LLC, a
Delaware limited liability company (“Sessa IM GP”), as a result of being the sole general partner of Sessa IM, and (v) John Petry, as a result of being the manager of Sessa Capital GP and Sessa IM GP. Sessa Capital, Sessa Capital GP,
Sessa IM, Sessa IM GP and Mr. Petry disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein, if any. The address of each of the foregoing is 888 Seventh Avenue, 30th Floor, New York, New York,
10019.









(7)


The address of Honeywell International Inc., is Honeywell International Inc., 300 South Tyron Street,
Charlotte, North Carolina 28202.









(8)


These securities are beneficially owned by (i) Newtyn Partners, LP, a Delaware limited partnership
(“NP”), with respect to the 1,117,299 shares of Common Stock and 1,939,340 shares of Series A Preferred Stock directly and beneficially owned by it; (ii) Newtyn TE Partners, LP, a Delaware limited partnership (“NTE”), with
respect to the 684,796 shares of Common Stock and 1,118,627 shares of Series A Preferred Stock directly and beneficially owned by it; (iii) Newtyn Management, LLC, a New York limited liability company (“NM”), as the investment manager
of NP and NTE; (iv) Newtyn Capital Partners, LP, a Delaware limited partnership (“NCP”), as the general partner to NP and NTE; (v) Ledo Capital, LLC, a New York limited liability company (“Ledo”), as the general partner
to NCP; and (vi) Mr. Noah Levy, as managing member to NM. NM, NCP, Ledo and Mr. Levy disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein, if any. The address of each of the
foregoing is 60 East 42nd Street, 9th Floor, New York, New York 10165.









(9)


These securities are beneficially owned by (i) Keyframe Fund I, L.P., a Delaware limited partnership
(“KFI”), as a result of its direct ownership of 263,900 shares of Common Stock and 593,173 shares of Series A Preferred Stock, (ii) Keyframe Fund II, L.P., a Delaware limited partnership (“KFII”), as a result of its direct
ownership of 225,226 shares of Common Stock and 506,245 shares of Series A Preferred Stock, (iii) Keyframe Fund III, L.P., a Delaware limited partnership (“KFIII”), as a result of its direct ownership of 564,200 shares of Common Stock
and 1,268,164 shares of Series A Preferred Stock, (iv) Keyframe Fund IV, L.P., a Delaware limited partnership (“KFIV”), as a result of its direct ownership of 452,724 shares of Common Stock and 1,017,596 shares of Series A Preferred
Stock, (v) Keyframe Capital Advisors, L.L.C., a Delaware limited liability company (“KCA”), as the general partner of KFI, KFII, KFIII and KFIV, (vi) Keyframe Capital Partners, L.P., a Delaware limited partnership (“KCP”),
as investment manager to KFI,






6

















KFII, KFIII and KFIV, (vii) Keyframe Capital Partners GP, L.L.C., a Delaware limited liability company (“KCPGP”), as the general partner of KCP, and (viii) John R. Rapaport,
as the Chief Investment Officer and Managing Partner of KCP and the Managing Member of both KCA and KCPGP. KFI, KFII, KFIII, KFIV, KCA, KCP, KCPGP and Mr. Rapaport disclaim beneficial ownership of such securities except to the extent of their
pecuniary interests therein, if any. The address of each of the foregoing is 65 East 55th Street, 35th Floor, New York, New York, 10022.







(10)


These securities are beneficially owned by (i) Hawk Ridge Master Fund, LP, a Delaware limited partnership
(“Hawk Ridge”), as a result of its direct ownership of shares of Common Stock and Series A Preferred Stock, (ii) Hawk Ridge Management, LLC, a Delaware limited liability company (“Hawk Ridge GP”), as the general partner of
Hawk Ridge, (iii) Hawk Ridge Capital Management, L.P., a Delaware limited partnership (“Hawk Ridge LP”), as the investment manager to Hawk Ridge, (iv) Hawk Ridge Capital Management GP LLC, a Delaware limited liability company
(“Hawk Ridge Capital GP”), as the general partner of Hawk Ridge LP, and (v) Mr. David G. Brown, as the portfolio manager of Hawk Ridge LP and sole member and manager of Hawk Ridge GP and Hawk Ridge Capital GP. Hawk Ridge,
Hawk Ridge GP, Hawk Ridge LP, Hawk Ridge Capital GP and Mr. Brown disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein, if any. The address of each of the foregoing is 12121 Wilshire Blvd.
Suite 900, Los Angeles CA 90025.









(11)


CSCP III Cayman GP Ltd. (“CSCP III Cayman GP”) is the general partner of Centerbridge Special Credit
Partners General Partner III, L.P. (“Special Credit III GP”), which is the general partner of Centerbridge Special Credit Partners

III-Flex,

L.P. (“SC

III-Flex”),

and may be deemed to share beneficial ownership over the securities held of record by SC

III-Flex.

As the director of CSCP III Cayman GP, Jeffrey H.
Aronson may be deemed to share beneficial ownership with respect to the securities held of record by SC

III-Flex.

Such persons and entities expressly disclaim beneficial ownership of the securities held of
record by SC

III-Flex,

except to the extent of any proportionate pecuniary interest therein. The address of each of CSCP III Cayman GP, Special Credit III GP, SC

III-Flex

and Mr. Aronson, respectively, is 375 Park Avenue, 11th Floor, New York, New York 10152. Centerbridge Credit GP Investors, L.L.C. (“Credit GP Investors”) is the sole director of
Centerbridge Credit Cayman GP, Ltd. (“Credit Cayman GP”), which is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P. (“Credit Partners Offshore GP”), which is the general partner of Centerbridge
Credit Partners Master, L.P. (“Credit Partners Master”), and may be deemed to share beneficial ownership over the securities held of record by Credit Partners Master. As the managing member of Credit GP Investors, Jeffrey H. Aronson may be
deemed to share beneficial ownership with respect to the securities held of record by Credit Partners Master. Such persons and entities expressly disclaim beneficial ownership of the securities held of record by Credit Partners Master, except to the
extent of any proportionate pecuniary interest therein. The address of each of Credit GP Investors, Credit Cayman GP, Credit Partners Offshore GP, Credit Partners Master and Mr. Aronson is 375 Park Avenue, 11th Floor, New York, New York 10152.









(12)


These securities are beneficially owned by (i) Oaktree Value Opportunities Fund Holdings, L.P., as a
result of its direct ownership of 718,622 shares of Common Stock and 14,374,581 shares of Series A Preferred Shares, (ii) OCM Opps GTM Holdings, LLC, as a result of its direct ownership of 2,874,489 shares of Common Stock and 52,555,471 shares
of Series A Preferred Stock, (iii) Oaktree Phoenix Investment Fund LP, as a result of its direct ownership of 1,904,762 shares of Series A Preferred Stock, (iv) Oaktree Value Opportunities Fund GP, L.P., solely in its capacity as the
general partner of Oaktree Value Opportunities Fund Holdings, L.P., (v) Oaktree Value Opportunities Fund GP Ltd., solely in its capacity as the general partner of Oaktree Value Opportunities Fund Holdings, L.P., (vi) Oaktree Fund GP, LLC, solely in
its capacity as the general partner of OCM Opps GTM Holdings, LLC, (vii) Oaktree Fund GP I, L.P., solely in its capacity as the managing member of Oaktree Fund GP, LLC and the sole shareholder of Oaktree Value Opportunities Fund GP Ltd,
(viii) Oaktree Capital I, L.P., solely in its capacity as the general partner of Oaktree Fund GP I, L.P., (ix) OCM Holdings I, LLC, solely in its capacity as the general partner of Oaktree Capital I, L.P., (x) Oaktree Holdings, LLC, solely in
its capacity as the managing member of OCM Holdings I, LLC, (xi) Oaktree Capital Management, L.P., solely in its capacity as the sole director of Oaktree Value Opportunities Fund GP Ltd., (xii) Oaktree Capital Management GP, LLC, solely in its
capacity as the general partner of Oaktree Capital Management, L.P., (xiii) Atlas OCM Holdings, LLC, solely in its






7

















capacity as the general partner of Oaktree Capital Management, L.P., (xiv) Oaktree Capital Group, LLC, solely in its capacity as the managing member of Oaktree Holdings, LLC, (xv) Oaktree
Capital Group Holdings GP, LLC, solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, (xvi) Brookfield Asset Management Inc., solely in its capacity as the indirect
owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and (xvii) BAM Partners Trust, solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Asset Management Inc. Each
of the foregoing general partners, managing members, and directors disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein (if any). The address of each of the foregoing is 333 S. Grand Avenue, 28th
Floor, Los Angeles, CA 90071.



Bankruptcy Proceedings



On September 20, 2020, the Corporation and certain of its subsidiaries (the “Debtors”) each filed a voluntary petition for
relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors’ chapter 11 cases were jointly administered under the
caption “In re: Garrett Motion Inc.,

20-12212.” On

April 20, 2021, the Debtors filed the Revised Amended Plan of Reorganization (the “Plan”). On April 26, 2021, the
Bankruptcy Court entered an order, among other things, confirming the Plan. On April 30, 2021 (the “Plan Effective Date”), the conditions to the effectiveness of the Plan were satisfied or waived and the Corporation emerged from
bankruptcy.



In connection with the Corporation’s emergence from bankruptcy, all shares of the Corporation’s common stock
outstanding prior to the Plan Effective Date (the “Old Common Stock”) were canceled. Additionally, among other things, the Corporation issued 65,035,801 shares of Common Stock to those holders of Old Common Stock who had not made a

cash-out

election, issued 247,768,962 shares of the Corporation’s Series A Preferred Stock to certain participants in the Plan, including affiliated funds of Centerbridge Partners, L.P.
(“Centerbridge”) and affiliated funds of Oaktree Capital Management, L.P. (“Oaktree”), and issued 834,800,000 shares of the Corporation’s Series B Preferred Stock to Honeywell International Inc.



Pursuant to the Plan, the Corporation entered into that certain Series A Investor Rights Agreement (the “Series A Investor Rights
Agreement”) with certain affiliated funds of Centerbridge (the “Centerbridge Investors”), certain affiliated funds of Oaktree (the “Oaktree Investors”) and the other signatories thereto (the “Additional
Investors”), pursuant to which the Centerbridge Investors and Oaktree Investors each have the right to designate three directors for election to the Board, and the Additional Investors have the right to
designate one director for election to the Board, subject to certain conditions. Additionally, pursuant to the certificate of designations governing the Series B Preferred Stock, the holders of a majority of the issued and outstanding
shares of Series B Preferred Stock have the exclusive right, voting separately as a class, to elect or appoint one director to the Board, subject to certain conditions.




WHERE YOU CAN FIND MORE INFORMATION



We are subject to the disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements and other
information, including annual and quarterly reports on Form

10-K

and

10-Q,

respectively, with the SEC. The SEC maintains a web site on the Internet
(

http://www.sec.gov

) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System (EDGAR).



A copy of any public filing is also available, at no cost, by writing to Garrett Motion Inc., Z.A. La Pièce 16, 1180 Rolle,
Switzerland, +41 21 695 30 00, Attention: Investor Relations.





8












DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS



Only one Information Statement is being delivered to multiple stockholders sharing an address unless the Corporation has received contrary
instructions from one or more of the stockholders. This practice is known as “householding.” If a stockholder wishes to receive a separate Information Statement, we will promptly deliver a separate copy to such stockholder that contacts us
by mail at Garrett Motion Inc., Z.A. La Pièce 16, 1180 Rolle, Switzerland, +41 21 695 30 00, Attention: Investor Relations. Stockholders who hold their shares through a bank, broker or other nominee may have consented to reducing the number
of copies of materials delivered to their address. In the event that a stockholder wishes to revoke a “householding” consent previously provided to a bank, broker or other nominee, the stockholder must contact the bank, broker or other
nominee, as applicable, to revoke such consent. Any stockholders of record sharing an address who now receive multiple copies of our annual reports, proxy statements and information statements, and who wish to receive only one copy of these
materials per household in the future should also contact Investor Relations by mail or telephone as instructed above. Any stockholders sharing an address whose shares of Series A Preferred Stock are held by a bank, broker or other nominee who now
receive multiple copies of our annual reports, proxy statements and information statements, and who wish to receive only one copy of these materials per household, should contact the bank, broker or other nominee to request that only one set of
these materials be delivered in the future.























Dated: February [     ], 2022




By Order of the Board of Directors:





/s/ Daniel Ninivaggi




Daniel Ninivaggi



Chairman of the
Board






9












ANNEX A




AMENDED AND RESTATED




CERTIFICATE OF DESIGNATIONS




OF




SERIES A CUMULATIVE
CONVERTIBLE PREFERRED STOCK




OF




GARRETT MOTION INC.




GARRETT MOTION
INC.

, a corporation organized and existing under the laws of the State of Delaware (the “

Corporation

”), DOES HEREBY CERTIFY AS FOLLOWS:



The Board of Directors of the Corporation (including any committee thereof, the “

Board of Directors

”), by resolutions adopted on
April 27, 2021 and July 19, 2021, and a Certificate of Designations filed with the Secretary of State of the State of Delaware on April 30, 2021, and a Certificate of Amendment thereto filed with the Secretary of State of the State of
Delaware on July 21, 2021 (as so amended, the “

Certificate of Designations

”), previously established a series of Preferred Stock, par value $0.001 per share, of the Corporation and designated such series as the
Corporation’s “Series A Cumulative Convertible Preferred Stock” (the “

Series A Preferred Stock

”).



The Board of
Directors, by unanimous written consent dated January 25, 2022, determined that it was advisable and in the best interests of the Corporation and its stockholders to amend and restate the Certificate of Designations, subject to certain terms and
conditions as set forth in this amended and restated Certificate of Designations.



The holders of a majority of the outstanding shares of Series A
Preferred Stock representing the votes necessary to authorize such action and acting by written consent, approved the adoption of this amended and restated Certificate of Designations, as approved by the Board of Directors, pursuant to Sections 228
and 242 of the Delaware General Corporation Law.



Effective as of February [    ], 2022, the Certificate of Designations is amended
and restated in its entirety to read as follows:




Section




1.



Designation



.

The distinctive serial
designation of such series is “Series A Cumulative Convertible Preferred Stock” (“

Series A

”). Each share of Series A shall be identical in all respects to every other share of Series A.




Section




2.



Number of Designated Shares



.

The number of designated shares of Series A shall initially be
247,771,428. Such number may from time to time be decreased (but not below the number of shares of Series A then outstanding) by the Board of Directors. Shares of Series A that are redeemed, purchased or otherwise acquired by the Corporation
shall be cancelled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series.




Section




3.



Definitions



.

As used herein with respect to Series A:



(a) “

Additional Payment Amount

” has the meaning set forth in
Section 7(n).



(b) “

Additional Shares

” has the meaning set forth in Section 7(n).











(c) “

Additional Shares Fair Market Value

” means, with respect to the shares of the Common
Stock:



(1) if the shares are listed on a Principal Exchange on the day as of which Additional Shares Fair Market Value is being
determined, the arithmetic average of the daily volume-weighted average price of such stock as reported in composite transactions for United States exchanges and quotation systems, for the thirty (30) consecutive Trading Day period ending on and
including such day (or, if such day is not a Trading Day, the Trading Day immediately preceding such day); or



(2) if the shares are not
listed on a Principal Exchange on the day as of which Additional Shares Fair Market Value is being determined, but are listed on any Fallback Exchange, the arithmetic average of the daily volume-weighted average price of such stock for the thirty
(30) consecutive Trading Day period ending on and including such day (or, if such day is not a Trading Day, the Trading Day immediately preceding such day) as reported by such Fallback Exchange or, if not so reported, a service reporting such
information as shall be selected by the Corporation; or



(3) if the shares are not traded on a Fallback Exchange on the day as of which
Additional Shares Fair Market Value is being determined but are traded on an


Over-the-Counter


Market, the arithmetic average of the daily volume-weighted average of the
high bid price and the low ask price for the shares for the thirty (30) consecutive Trading Day period ending on and including such day (or, if such day is not a Trading Day, the Trading Day immediately preceding such day) in such


Over-the-Counter


Market, as reported by such


Over-the-Counter


Market or, if not so reported, a
service reporting such information as shall be selected by the Corporation; or



(4) in the case of securities not covered by clauses
(1) through (3) above, the Additional Shares Fair Market Value of such securities shall be determined in good faith by the Board of Directors;

provided



that, with respect to any determination of Additional Shares Fair Market Value
pursuant to clauses (1) through (3) above, the Corporation, in its good faith determination, shall make appropriate adjustments to the arithmetic average of the daily volume-weighted average price, or bid and ask stock price, to account for any
stock split, reverse stock split, dividend, Distribution or other event requiring any adjustments to the Conversion Rate, so as to provide for a consistent determination of Additional Shares Fair Market Value over any period of Trading Days as may
be specified in this Certificate of Designations.



(d) “

Affiliate

” means, with respect to any Person, any Person who, directly or
indirectly, controls, is controlled by or is under common control with that Person, and the term “control” (including the terms “controlled,” “controlled by” and “under common control with”) means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or partnership or other ownership interests, by contract (including
proxy) or otherwise.



(e) “

Aggregate Liquidation Entitlement

” means the aggregate amount of Liquidation Entitlements for all outstanding
shares of Series A.



(f) “

Associate

” means, when used to indicate a relationship with any Person, (i) a corporation or organization
(other than the Corporation or any of its Subsidiaries) of which such Person is an officer or director or is, directly or indirectly, the owner of ten percent (10%) or more of any class of voting or equity securities, (ii) any trust or other
estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar capacity and (iii) any Family Member of such Person who lives in the same home as such Person.



(g) “

Automatic Conversion Date

” has the meaning set forth in Section 7(c).



(h) “

Automatic Conversion Event

” means (i) at any time the adoption of a resolution of a Majority In Interest to convert the outstanding
shares of Series A into Common Stock pursuant to Section 7(c) or (ii) the occurrence of a Trading Day at any time on or after April 30, 2023, on which (A) the aggregate Stated Amount of all outstanding shares of Series B is an
amount less than or equal to $125,000,000, (B) the Common Stock is traded on a





A-2











Principal Exchange, a Fallback Exchange or an


Over-the-Counter


Market and, in each case, the Automatic Conversion
Fair Market Value of the Common Stock exceeds one hundred and fifty percent (150%) of the Conversion Price and (C) Consolidated EBITDA for the last twelve months ended as of the last day of each of the two most recent fiscal quarters is greater
than or equal to $600,000,000.



(i) “

Automatic Conversion Event Notice

” has the meaning set forth in Section 7(d).



(j) “

Automatic Conversion Fair Market Value

” means, with respect to the shares of the Common Stock:



(1) if the shares are listed on a Principal Exchange on the day as of which Automatic Conversion Fair Market Value is being determined, the
arithmetic average of the daily volume-weighted average price of such stock as reported in composite transactions for United States exchanges and quotation systems for the

seventy-five

(75) consecutive
Trading Day period ending on and including such day (or, if such day is not a Trading Day, the Trading Day immediately preceding such day); or



(2) if the shares are not listed on a Principal Exchange on the day as of which Automatic Conversion Fair Market Value is being determined,
but are listed on any Fallback Exchange, the arithmetic average of the daily volume-weighted average price of such stock for the seventy-five (75) consecutive Trading Day period ending on and including such day (or, if such day is not a Trading
Day, the Trading Day immediately preceding such day) as reported by such Fallback Exchange or, if not so reported, a service reporting such information as shall be selected by the Corporation; or



(3) if the shares are not traded on a Fallback Exchange on the day as of which Automatic Conversion Fair Market Value is being determined but
are traded on an


Over-the-Counter


Market, the arithmetic average of the daily volume-weighted average of the high bid price and the low ask price for the shares for the
seventy-five (75) consecutive Trading Day period ending on and including such day (or, if such day is not a Trading Day, the Trading Day immediately preceding such day) in such


Over-the-Counter


Market, as reported by such


Over-the-Counter


Market or, if not so
reported, a service reporting such information as shall be selected by the Corporation;

provided



that, with respect to any determination of Automatic Conversion Fair Market Value pursuant to clauses (1) through (3) above, the
Corporation, in its good faith determination, shall make appropriate adjustments to the arithmetic average of the daily volume-weighted average price, or bid and ask stock price, to account for any stock split, reverse stock split, dividend,
Distribution or other event requiring any adjustments to the Conversion Rate, so as to provide for a consistent determination of Automatic Conversion Fair Market Value over any period of Trading Days as may be specified in this Certificate of
Designations.



(k) “

Beneficial Owner

” or “

Beneficially Own

” have the meanings assigned to such terms in Rule

13d-3

under the Exchange Act.



(l) “

Board of Directors

” has the meaning set forth in the Preamble.



(m) “

Business Day

” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in The City of New York are not
authorized or obligated by law, regulation or executive order to close.



(n) “

Bylaws

” means the Third Amended and Restated Bylaws of the
Corporation, dated as of October 27, 2021, as amended, amended and restated or otherwise modified from time to time.



(o) “

Certificate of
Incorporation

” means the Second Amended and Restated Certificate of Incorporation of the Corporation, dated as of April 30, 2021, as amended, amended and restated or otherwise modified from time to time.





A-3











(p) “

Change of Control

” means any of the following events (whether in a single transaction
or series of related transactions):



(i) a “person” or “group” (within the meaning of Section 13(d)(3) of the
Exchange Act), other than the Corporation or its wholly owned subsidiaries, acquires, directly or indirectly, capital stock of the Corporation such that following such acquisition, such person or group becomes the direct or indirect Beneficial Owner
of shares of the Corporation’s capital stock representing more than fifty percent (50%) of the combined voting power of all of the then outstanding shares of all classes and series of capital stock of the Corporation;



(ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange,
combination, reclassification, recapitalization, acquisition or otherwise) a majority of the Corporation’s capital stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other
property;

provided

,

however

, that any merger, consolidation, share exchange or combination of the Corporation pursuant to which the Person or Persons that directly or indirectly Beneficially Owned all classes and series of the
Corporation’s capital stock immediately before such transaction directly or indirectly Beneficially Own, immediately after such transaction, more than fifty percent (50%) of all classes or series of capital stock of the surviving, continuing or
acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions


vis-à-vis


each other as immediately before such
transaction, will be deemed not to be a Change of Control pursuant to this clause (ii); or



(iii) the sale, exchange, lease, or transfer
of all or substantially all of the Corporation’s assets, determined on a consolidated basis (other than a sale, exchange, lease, or transfer to one or more entities where the stockholders of the Corporation immediately before such sale,
exchange or transfer retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred, in substantially the same proportions


vis-à-vis


each other as immediately before such transaction).



(q) “

Close of Business

”
means 5:00 p.m., New York City time.



(r) “

Code

” has the meaning set forth in Section 17.



(s) “

Common Stock

” means the common stock, $0.001 par value per share, of the Corporation.



(t) “

Consolidated Debt

” has the meaning given to such term or any analogous term in the Credit Agreement then in effect;

provided

,
that if a Credit Agreement is no longer in effect, “Consolidated Debt” shall have the meaning set forth in the Credit Agreement as most recently in effect.



(u) “

Consolidated EBITDA

” has the meaning given to such term or any equivalent term in the Credit Agreement then in effect;

provided

,
that if a Credit Agreement is no longer in effect, “Consolidated EBITDA” shall have the meaning set forth in the Credit Agreement as most recently in effect. Except as otherwise set forth herein, “Consolidated EBITDA” shall be
measured over the

12-month

period that includes the most recent four fiscal quarters for which financial statements of the Corporation are available.



(v) “

Consolidated Leverage Ratio

” means, as of any date, the ratio of (x) Consolidated Debt to (y) Consolidated EBITDA for the most
recent four fiscal quarters for which financial statements of the Corporation are available.



(w) “

Constituent Person

” has the meaning
set forth in Section 7(j)(iii).



(x) “

Conversion Price

” means five dollars and twenty-five cents ($5.25) per share of Common Stock,
subject to adjustment as described in Section 7(g).



(y) “

Conversion Rate

” means the number of shares of Common Stock into which
each share of Series A may be converted, equal to the Stated Amount of the shares of Series A being converted

divided by

the Conversion Price.





A-4











(z) “

Corporation

” has the meaning set forth in the Preamble.



(aa) “

Credit Agreement

” means that certain Credit Agreement, dated as of April 30, 2021, among the Corporation, Garrett LX I S.À
R.L., Garrett Motion Holdings, Inc., Garrett Motion SÀRL, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as amended, restated, amended and restated, modified or otherwise supplemented from time to time, or any
replacement or successor thereto that is at the applicable time of determination the senior secured credit facility of the Corporation with the largest amount of undrawn commitments plus aggregate principal amount outstanding.



(bb) “

Disinterested Directors

” means all members of the Board of Directors other than any member of the Board of Directors who is, or is an
employee, director, officer, partner, member or stockholder of, or is otherwise Affiliated or Associated with, any Person who Beneficially Owns shares of Series A with an aggregate Series A Fair Market Value greater than or equal to $50,000.



(cc) “

Disinterested Directors’ Committee

” shall mean a duly convened committee comprised solely of each of the Disinterested Directors.



(dd) “

Distribution

” shall mean the transfer of cash or other property (including capital stock of the Corporation or rights to acquire
capital stock of the Corporation), whether by way of dividend, purchase of capital stock of the Corporation or otherwise.



(ee) “

Dividend Junior
Stock

” has the meaning set forth in Section 4(c).



(ff) “

Dividend Parity Stock

” has the meaning set forth in
Section 4(c).



(gg) “

Dividend Senior Stock

” means any future class of Preferred Stock established hereafter by the Board of
Directors with the approval of a Majority In Interest in accordance with Section 8(c)(i), the terms of which expressly provide that such class ranks senior to the Series A as to the right to payment of dividends.



(hh) “

DTC

” means The Depository Trust Company.



(ii) “

Effective Date

” means April 30, 2021.



(jj) “

Exchange Act

” means the U.S. Securities Exchange Act of 1934, as amended.



(kk) “

Exchange Property

” has the meaning set forth in Section 7(j).



(ll) “

Fallback Exchange

” means the principal U.S. national or regional securities exchange other than a Principal Exchange on which the
Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, the principal other market on which the Common Stock is then traded.



(mm) “

Family Member

” means with respect to an individual (i) such individual’s parent, grandparent, any present or former spouse,
children and siblings, whether by blood, marriage or adoption, and any issue of the foregoing, (ii) the trustees of any trust now or hereafter in existence from which or as to which any individual or individuals described in clause (i) of
this definition shall be entitled to receive all or part of the income or shall be a remainderman or remaindermen and (iii) in the event of such individual’s death, such individual’s heirs, executors, administrators, testamentary
transferees, legatees and beneficiaries.



(nn) “

Holder

” shall mean the person or entity in which the Series A is registered on the books
of the Corporation, which shall initially be the person or entity which such Series A is issued to, and shall thereafter be permitted and legal assigns which the Corporation is notified of by the Holder and which the Holder has provided a valid
legal opinion in connection therewith to the Corporation and to whom such shares are legally transferred.



(oo) “

Holder Conversion

” has
the meaning set forth in Section 7(a).





A-5











(pp) “

Holder Conversion Date

” has the meaning set forth in Section 7(a).



(qq) “

Indebtedness

” has the meaning given to such term or any analogous term in the Credit Agreement then in effect;

provided

, that if
a Credit Agreement is no longer in effect, “Indebtedness” shall have the meaning set forth in the Credit Agreement as most recently in effect.



(rr) “

Liquidation Entitlement

” means, as of any date with respect to each share of Series A, the greater of (1) (a) the Stated
Amount

plus

(b) the aggregate amount of cumulative unpaid Preference Dividends (whether or not authorized or declared) as of such date and (2) (a) the amount the Holders of Series A would receive if such shares were converted immediately
prior to the Liquidation Event into Common Stock pursuant to Section 7(c)

plus

(b) the aggregate amount of cumulative unpaid Preference Dividends (whether or not authorized or declared) as of such date.



(ss) “

Liquidation Event

” means any voluntary or involuntary liquidation, dissolution or

winding-up

of
the Corporation.



(tt) “

Liquidation Junior Stock

” has the meaning set forth in Section 5.



(uu) “

Liquidation Parity Stock

” has the meaning set forth in Section 5.



(vv) “Liquidation Parity Stock Liquidation Preference” has the meaning set forth in Section 6(a).



(ww) “

Liquidation Senior Stock

” has the meaning set forth in Section 5.



(xx) “

Majority In Interest

” means Holders holding a majority of the then issued and outstanding shares of Series A.



(yy) “

Market Disruption Event

” means (i) a failure by the Principal Exchange or Fallback Exchange, as applicable, to open for trading
during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. New York City time on any day on which the Principal Exchange or Fallback Exchange, as applicable, is open for trading for more than one half-hour
period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Principal Exchange or Fallback Exchange, as applicable, or otherwise) in the
Common Stock or in any options contracts or futures contracts relating to the Common Stock.



(zz) “

Notice of Holder Conversion

” has the
meaning set forth in Section 7(a).



(aaa) “



Over-the-Counter


Market

” means OTCQX or OTCQB of OTC Markets and the


Over-the-Counter


Bulletin Board of Financial Industry Regulatory Authority (or any of their respective
successors).



(bbb) “

Person

” means any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate “Person”
under this Certificate of Designations.



(ccc) “

Preference Dividends

” has the meaning set forth in Section 4(a).



(ddd) “

Preference Dividend Payment Date

” has the meaning set forth in Section 4(a).



(eee) “

Preference Dividend Period

” has the meaning set forth in Section 4(a).



(fff) “

Preferred Stock

” means the Series A, the Series B, and any future series of preferred stock of the Corporation authorized in
accordance with the terms of this Certificate of Designations.





A-6











(ggg) “

Principal Exchange

” means the Nasdaq Global Select Market (or any of its
successors).



(hhh) “

Redemption

” has the meaning set forth in Section 9(a).



(iii) “

Redemption Date

” has the meaning set forth in Section 9(c).



(jjj) “

Redemption Notice

” has the meaning set forth in Section 9(d).



(kkk) “

Redemption Price

” has the meaning set forth in Section 9(a).



(lll) “

Reorganization Event

” has the meaning set forth in Section 7(j).



(mmm) “

Securities Act

” means the U.S. Securities Act of 1933, as amended.



(nnn) “

Series A

” has the meaning set forth in Section 1.



(ooo) “

Series A Fair Market Value

” means, with respect to each share of Series A, the arithmetic average of the volume-weighted average
prices for a share on the principal United States securities exchange or automated quotation system on which shares of Series A trade, as reported by Bloomberg (or, if Bloomberg ceases to publish such price, any successor service chosen by the
Corporation) in respect of the ten (10) Trading Days preceding the date of determination or, if the Series A is not traded on any such exchange or automated quotation system, such value as is determined in good faith by the Board of Directors.



(ppp) “

Series B

” means the Series B Preferred Stock, $0.001 par value per share, of the Corporation.



(qqq) “

Stated Amount

” means, in respect of each share of Series A, five dollars and twenty-five cents ($5.25) per share, and, in respect of
any other series of capital stock, the stated amount per share specified in the Certificate of Incorporation or applicable certificate of designations.



(rrr) “

Subsidiary

” means, with respect to any Person, any other Person of which a majority of the securities or other interests having
ordinary voting power for the election of directors or other governing




The above information was disclosed in a filing to the SEC. To see the filing, click here.

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