ACE Automotive Component Europe

ACE is a company formed under Luxembourg laws and does not have a supervisory board or a management board. ACE has a Board of Directors. The Board of Directors performs the functions of a supervisory board and a management board in companies incorporated under Polish law.

Generally, the directors of a Luxembourg law corporation may be treated as the management authority of a corporation, which however should not be equated with a management board within the meaning of Polish law.

The management of ACE’s business is vested in and managed by a board of directors (the “Board of Directors”) and a chief executive officer (the “Chief Executive Officer”) to whom the Board of Directors has delegated the day-to-day management of the Company other than in relation to certain matters specifically reserved to the competence of the Board of Directors.

Following the completion of the initial public offering in Poland the Board of Directors shall be composed of at least seven members at least four of whom are Non-Executive Directors i.e. the members of the Board of Directors who are not Senior Officers or employees of the Company or the group of companies with a holding structure consisting of the Company as holding entity and direct or indirect subsidiaries of the Company.

The Chief Executive Officer, in the performance of the day-to-day management of ACE is supported by a management committee constituted of Senior Officers of ACE, appointed by the Board of Directors. Subject to the above, for purposes of the responses of ACE, references to “supervisory board” and the “management board” in the Best Practices will be treated as references to its Board of Directors.