SECTION 498

The Managing Director shall be responsible for ensuring the administration and general management of the company. He shall represent the company in its relations with third parties. He shall convene and preside over general meetings of shareholders. He shall be given the widest possible powers to act in all circumstances on behalf of the company, which powers he shall exercise within the limits of the objects of the company and subject to the powers expressly conferred on general meetings of shareholders by this Uniform Act and, where appropriate, by the Articles of Association. The company shall, in its relations with third parties, be bound even by the acts of the Managing Director which do not fall within the scope of the objects of the company, under the conditions and within the limits laid down in Article 122 of this Uniform Act. The provisions of the Articles of Association or the resolutions of the general meeting of shareholders restricting the powers of the Managing Director shall not be binding on third parties acting in good faith.