AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
SAUER INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"),
hereby certifies as follows:
1. The present name of the corporation is Sauer Inc. Sauer Inc. was originally incorporated under the name
Sundstrand Venture Company, and the original Certificate of Incorporation was filed with the Secretary of State
of the State of Delaware on September 25, 1986.
2. This Amended and Restated Certificate of Incorporation amends and restates the provisions of the Certificate
of Incorporation of this Corporation as heretofore amended or supplemented, and was duly adopted in
accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of
3. The text of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
FIRST: The name of the corporation is Sauer-Danfoss Inc. (hereinafter, the "Corporation").
SECOND: Its registered office in the State of Delaware is to be located at 1209 Orange Street, in the City of
Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue
shall be 79,500,000, of which 75,000,000 shares are to be Common Stock, having a par value of $0.01 per
share, and 4,500,000 shares are to be Preferred Stock, having a par value of $0.01 per share.
Authority is hereby expressly granted to the Board of Directors from time to time to issue Preferred Stock, for
such consideration and on such terms as it may determine, as Preferred Stock of one or more series and in
connection with the cre