Dickson Constant UproszczonaBranch (foreign co.)

Manner of representation

The powers of the member or members of the management board vis-à-vis third parties are defined as to their scope and effect on the basis of the statutory and legal provisions in force at present and in the future. However, on the basis of internal regulations, in a manner binding on third parties, it is established that every purchase, sale or exchange of real property or of the value of the company, the construction of every new real property, every new investment or new equipment, installations, tools or movable property, the carrying out of major maintenance and repair works, all loans granted to third parties, the taking out of a loan or authorization to incur medium- or long-term liabilities or overdraft facilities, every purchase or sale of securities, all agreements exceeding current needs that will make it possible to provide financing for production workshops or cover sales costs, all liabilities with a term exceeding one year, the establishment of any mortgage on the company's real property, pledging the company's value or equipment, establishing any company, or making a contribution in the form of the company's assets to an established company or a company to be established may be carried out exclusively after consent has been given by the sole shareholder or, in the case of a greater number of shareholders, after approval by a joint ordinary resolution of the shareholders, in particular in the case of an investment in which that resolution specifies an annual permissible allowance for one transaction within the overall budget for equipment and maintenance or repair, with particular regard to significant transactions. However, with regard to acts and transactions that will cause or may directly or indirectly cause changes in the company's business object or in the company's articles of association, a joint extraordinary resolution of the shareholders is required.