CORPORATE CONSTITUTION

Employee Equity and Profit Participation
Ten percent of Tesma's profit before tax will be allocated to employees. These funds will be used for the purchase of Tesma shares in trust for employees and for cash distributions to employees, recognizing length of service.

Shareholder Profit Participation
Tesma will distribute, on average, not less than twenty percent of its annual net profit after tax to shareholders.

Management Profit Participation
To obtain long-term contractual commitment from senior management, Tesma provides a compensation arrangement which, in addition to a base salary below industry standards, allows for the distribution of up to six percent of its profit before tax.

Research & Development
Tesma will allocate a minimum of seven percent of its profit before tax for research and development to ensure its long-term viability.

Social Responsibility
Tesma will allocate a maximum of two percent of its profit before tax for charitable, cultural, educational, and political purposes to support the basic fabric of society.

Minimum Profit Performance
Management has an obligation to produce a profit. If Tesma does not generate a minimum after-tax return of four percent on share capital for two consecutive years, Tesma's Class A shareholders, voting as a class, will have the right to elect additional directors.

Unrelated Investments
Tesma Class A and Class B shareholders, with each class voting separately, will have the right to approve any investment in an unrelated business in the event such investment, together with all other investments in unrelated businesses, exceeds twenty percent of Tesma's equity.

Board of Directors
Tesma believes that outside directors provide independent counsel and discipline. A majority of the members of Tesma's Board of Directors will be individuals who are not officers or employees of the corporation, at least two of which will be complete outsiders.

Constitutional Amendments
Any change to the Corporate Constitution will require the approval of Tesma's Class A and Class B shareholders, with each class voting separately.