Kancelaria Prawna Ex LegeBranch (foreign co.)

Manner of representation

The general rule concerning the making of decisions by the directors is that all decisions made by the directors must constitute a majority decision at a meeting or a decision made in accordance with Article 8. Where: (a) the company has only one director, 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 a decision regardless of the other provisions of the articles relating to decision-making by the directors. A decision by the directors is made in accordance with these articles where all authorised directors communicate to one another, regardless of the form, that they share the same views in relation to a given matter. Such a decision may take the form of a written resolution, copies of which are signed by each authorised director, or in respect of which each authorised director has given another type of written consent. References in these articles to authorised directors mean directors who are authorised to vote on a matter presented as a resolution at a meeting of directors. A decision may not be made in accordance with these articles where the authorised directors do not form a quorum at such meeting.