Sany Polandsp. z o.o.

Manner of representation

1. In the case of a one-person management board, the sole member of the management board is authorised to represent the company. 2. In the case of a multi-member management board, except for the circumstances specified in points 3 and 4 of this paragraph below, each member of the management board is authorised to: a) act independently in the name and on behalf of the company; b) make declarations and sign documents on behalf of the company; c) represent the company before courts, public administration authorities, the Police and the Public Prosecutor’s Office, and appoint attorneys-in-fact in these matters; d) handle other matters, unless otherwise specified below. 3. Representation by at least two members of the management board acting on behalf of the company is required for concluding agreements or incurring obligations in which the value of the services exceeds EUR 1,000,000.00 (one million euros) but does not exceed EUR 2,000,000.00 (two million euros), as at the date of signing the agreement or incurring the obligation. 4. Representation by the President of the Management Board and at least one of the other members of the management board is required for concluding agreements or incurring obligations in which the value of the services exceeds EUR 2,000,000.00 (two million euros), as at the date of concluding the agreement or incurring the obligation. 5. Irrespective of the adopted rules of representation and without affecting the validity of acts performed in accordance with the established rules of representation, if the circumstances referred to in paragraphs 3 and 4 above arise, the management board must adopt an appropriate resolution by an absolute majority of all persons comprising the management board, provided that the objection of the President of the Management Board prevents the resolution from being adopted.