American Express EuropeBranch (foreign co.)

Manner of representation

Pursuant to Spanish law, the board of directors is authorized to manage and represent the company. The board of directors is authorized, for the purpose of managing the enterprise, to delegate individual directors to perform specific tasks. Each member of the board of directors is authorized, after a resolution of the board of directors has been adopted, to represent the company independently. The company is represented by the board of directors acting jointly or, in the situations indicated below, by the managing director acting independently. The managing director is authorized to represent the company independently in all matters, except for the matters listed below: supervision of the operation of established committees (if any) or entities delegated to perform functions or tasks; determining the company’s general policies and strategies; approval and allocation of duties arising from the duty of loyalty of the directors forming part of the board of directors; shaping the structure and organizing the work of the board of directors; preparing the annual financial statements and presenting them for approval to the general meeting; preparing reports and information required by law where this obligation cannot be delegated to another entity; appointing and dismissing the managing directors and determining the wording of the provisions of the agreements linking those persons with the company; appointing and dismissing members of the management team who report directly to the board of directors or any of its members, and establishing the conditions necessary for concluding agreements with the company; making decisions concerning directors’ remuneration, within the limits prescribed by law, and, where appropriate, making decisions concerning the remuneration policy approved by the general meeting; convening meetings of the company’s general meeting of shareholders and preparing the agenda and proposed wording of resolutions; determining the policy concerning shares or treasury shares; other tasks reserved for other bodies, unless the corporate documents provide otherwise.