Honda Motor Europe LimitedBranch (foreign co.)

Manner of representation

4. Decision-making by the management board. 4.1 Joint decision-making. 4.1.1 According to the general rule for decision-making by the management board, all decisions of the management board are made by a majority of votes at a meeting or in accordance with the provisions of Article 4.2. 4.1.2 The general rule referred to in Article 4.1.1 does not apply where the management board is a one-person management board. No provision of these articles of association requires the company to have more than one member of the management board. 4.1.3 Subject to the provisions of these articles of association, each member of the management board participating in a meeting of the management board has one vote. 4.2 Unanimous decisions. Decisions of the management board are made unanimously when all authorised members of the management board indicate to one another that they have the same opinion on the matter in question. Such a decision may take the form of a written resolution signed in one or more counterparts by each of the authorised members of the management board, or a written resolution to whose adoption each of the authorised members of the management board gives written consent. A decision may not be made pursuant to Article 4.2 if the authorised members of the management board do not constitute a quorum at the meeting of the management board.