Agema S.R.LBranch (foreign co.)

Manner of representation

If management of the company has been entrusted to a one-person managing body, that body has all the rights and competences of the management board and the President of the Management Board. The right to represent the company vis-à-vis third parties and before courts and other adjudicating bodies of all types and instances, including supranational and international bodies, also in proceedings for the reopening of proceedings and before the Supreme Court, as well as the right to appoint advocates and other attorneys-in-fact for proceedings, is vested in: a) in the case of a collegiate management model: a.1. the President of the Management Board, following the prior adoption by the management board of a resolution concerning the act in connection with which the right of representation is exercised, unless this concerns the initiation or conduct of proceedings in the interest of the company; a.2. members of the management board entrusted with conducting specific matters, within the limits of the competences entrusted to them; b) in the case of a non-collegiate management model: b.1. each member of the managing body independently, in matters in which, pursuant to the instrument of appointment or the company's articles of association, that member is authorised to act independently; b.2. members of the managing body acting jointly, as applicable, one together with all the others or one together with some of them, in accordance with the rules specified in the instrument of appointment or the company's articles of association, in matters subject to a joint-action requirement.