Acca Global LimitedBranch (foreign co.)

Manner of representation

The Directors are responsible for managing the affairs of the company. For this purpose, they may exercise all the powers of the company. Joint decision-making by the Directors. I. The general rule for decision-making by the Directors provides that every decision of the Directors must be made either by a majority of votes at a meeting or in accordance with Article 8. II. If: a. there is only one Director in the company; and b. no provision of the articles requires the company to have more than one Director, the general rule does not apply, and the Director may make decisions disregarding the provisions of the articles concerning decision-making by the Directors. Unanimous decisions. I. A decision of the Directors is made in accordance with this Article where all Directors entitled to do so inform one another in any manner that they share a common view on the matter. II. Such a decision may take the form of a written resolution, copies of which are signed by each Director entitled to do so, or to which each Director entitled to do so has consented in writing in another manner. III. References in this Article to Directors entitled to do so mean Directors who would be entitled to vote on the matter if it were proposed as a resolution at a meeting of the Directors. IV. A decision may not be made in accordance with this Article if the Directors entitled to do so would not constitute a quorum at such a meeting.