Exhibit 1.2
RESTATED AND AMENDED
ARTICLES OF ASSOCIATION
OF EUROTEL BRATISLAVA, a.s.
The company was established without public subscription by execution of a
Founder's Contract dated as of 3rd December 1996 to Art. 162 para. 2 and Art.
172 of the Act No. 513/1991 Coll., as amended (hereinafter the "Commercial
Code"), as legal successor of the limited liability company EuroTel Bratislava
s.r.o. which was wound up without liquidation and all assets and liabilities of
which were transferred to the joint stock company according to Art. 69(2) of the
Commercial Code. On that same day, the founders, pursuant to Art. 172 para. 2 of
the Commercial Code, decided on creation of a joint stock company and elected,
in a Notarial Deed, the members of the Board of Directors and of the Supervisory
Board and approved these Articles of Association.
CHAPTER 1 - FOUNDING REGULATIONS
Article 1
Registered Name and Office of the Company
1) The registered name of the Company shall be EuroTel Bratislava a.s. (the
"Company").
2) The registered office of the Company shall be at Stefanikova 17, 811 05
Bratislava, Slovak Republic.
3) The Company shall be registered in the Commercial Register of the competent
court at Bratislava, Slovak Republic.
Article 2
Scope of Business Activities
The scope of the Company's business activities shall be:
1) Constructing and operating public mobile telecommunication networks in
frequencies allocated to the Company in the license of Telecommunications
Office of the Slovak Republic;
2) Provision of public mobile telephony service through its mobile public
telecommunication networks referred to in the previous item of this
Article;
3) Constructing and operating a public packet network for data transfer;
4) Provision of public data service through public telecommunication networks;
5) Assembly and maintenance of the telecommunication equipment connected to
the unified telecommunication network;
6) The purchase of the goods for the purposes of sale to a final consumer and
for the purposes of sale to other businesses;
7) Consultancy in the sphere of the public cellular radiophone network;
8) Consultancy in the sphere of the public packet network for data transfer;
9) Publishing activity - publication of professional journals;
CHAPTER 2 - SHARE CAPITAL
Article 3
Share Capital and Shares of the Company
---------------------------------------
1) The share capital of the Company at the time of its formation is SK
937,700,000 and is divided into two classes of shares as follow: a single
class of ordinary shares, consisting of 765,470 shares with a nominal value
of SK 1,000 per share and each bearing one vote per share (the "Ordinary
Shares") and a single class of preferred shares, consisting of 172,230
shares with a nominal value of SK 1,000 per share and each bearing one vote
per share (the "Preferred Shares"). Upon incorporation the initial share
capital as stated in this Article 3(1) was fully paid.
2) All Ordinary Shares and Preferred Shares (referred to collectively as the
"Shares") are issued in book-entered form and are registered with the
Securities Center in Bratislava.
3) The Company's shares are registered in the name of the shareholders. The
Company shall not issue bearer shares.
4) The shares of the Company shall not be listed on the organized securities
market.
Article 4
Rights and Restrictions on Shares
---------------------------------
1) The Ordinary Shares of the Company shall carry all the rights set out in
the law applicable to ordinary shares and in these Articles of Association,
including the right to one vote per share at the General Meeting of the
Company. Ordinary Shares shall carry the right to share equally in the
profits of the Company through the payment of a dividend, in respect of
each year in which the Company earns profit and is legally allowed to pay a
dividend, as and when declared by the General Meeting and only after the
payment of the dividend payable to the holders of Preferred Shares.
Ordinary Shares shall also carry the right to share equally in the
liquidation proceeds, after the payment of the amount of one Slovak Crown
per share to the holders of the Preferred Shares, upon the distribution of
liquidation proceeds of the Company.
2) The Preferred Shares shall carry only those rights set out in these
Articles of Association. The Preferred Shares shall have the right to one
vote per share at the
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General Meeting of the Company. In respect of each year in which the
Company earns profit and is legally allowed to pay a dividend, the
Preferred Shares shall have the right to share in the profits of the
Company solely through the payment of a preference dividend of one Slovak
Crown per share prior to the payment of the dividend payable to the holders
of Ordinary Shares. In addition, the Preferred Shares shall carry the right
to share in the distribution of liquidation proceeds of the Company solely
through the payment of one Slovak Crown per share prior to the payment of
liquidation proceeds to the holders of Ordinary Shares.
3) The shares of the Company may be transferred if a new shareholder agrees to
be bound by all then existing agreements between shareholders. No
shareholder may sell, assign or transfer, any of its shares without first
offering such shares to the other shareholders in the manner to be
stipulated in an agreement between the shareholders.
CHAPTER 3 - SHAREHOLDERS
Article 5
Rights and Duties of Shareholder
--------------------------------
1) The rights and covenants of any shareholder are determined by these
Articles of Association and by Slovak law. Any legal or natural person may
hold shares of the Company.
2) The shareholders shall have the right to take part in the General Meeting.
The General Meeting shall be governed by the provisions of these Articles
of Association. A shareholder may ask for explanations and make suggestions
in respect of discussed agenda items.
3) A shareholder may exercise its rights through a proxy. A proxy is obliged,
pursuant to its nomination, to participate in the General Meeting and to
provide a written proxy of the shareholder, verified by notary, if required
by law. A copy of the proxy must be provided to the registration clerk. A
proxy is valid for only one General Meeting, except that it will also be
valid for a reconvened General Meeting. If the shareholder issuing a
written proxy attends the General Meeting or reconvened General Meeting,
the proxy is deemed to be recalled.
5) Subscription for shares in respect of an increase of share capital shall be
made by the payment by the subscriber of all of the nominal value of the
subscribed shares together with any premium.
CHAPTER 4 - COMPANY BODIES
Article 6
Company Bodies
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The bodies of the Company shall be:
a) General Meeting
b) Board of Directors
c) Supervisory Board
Article 7
General Meeting of Shareholders
-------------------------------
1) The supreme body of the Company shall be the General Meeting, which shall
be composed of all shareholders present at the General Meeting session,
subject to the quorum requirements set forth in Article 9(1) hereof.
2) The General Meetings shall decide, inter alia, on the following matters:
a) changes to Articles of Association;
b) decision in respect of the increase and decrease of the share capital,
decision in respect of the issue of debentures including convertible
debentures, and decision on conditional increase of the share capital
in connection with the issue of convertible debentures;
c) decision in respect of the winding-up of the Company;
d) election and dismissal of members of the Board of Directors;
e) election and dismissal of members of the Supervisory Board, except
those members of the Supervisory Board elected by the employees of the
Company (if any);
f) approval of the annual financial statements and distribution of
profits;
g) approval of the annual report;
h) decision in respect of remuneration of members of the Board of
Directors; and
j) other matters which are vested by these Articles of Association or by
the applicable law into jurisdiction of the General Meeting.
3) The Board of Directors must convene the General Meeting within five months
after the end of each financial year.
4) Members of the Board of Directors and Supervisory Board as well as the
auditors and legal counsel of the Company may attend any General Meeting or
Extraordinary General Meeting.
5) An extraordinary General Meeting shall be convened by the Board of
Directors if the interests of the Company require so.
Article 8
Organization of General Meeting
-------------------------------
1) The agenda of the General Meeting shall be prepared by the Board of
Directors, which shall give notice to the shareholders in the manner
provided hereinafter.
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2) The Board of Directors shall convene the General Meeting by a written
notice to all shareholders listed on the list of shareholders who do not
waive in writing their right to such notice, at least 30 days, but no more
than 60 days, prior to the General Meeting session. Such notice to be sent
by registered letter or fax, confirmed by registered letter, to the address
of each shareholder and in the case of the extraordinary General Meeting
convened pursuant to article 7(5) hereof, the Board of Directors shall send
a written notice within 10 days after receipt of such request. The notice
must contain all information required by applicable law. The Board of
Directors must provide all documents in respect of the proposed agenda of
the General Meeting to each shareholder requesting such information.
Attendance in person by any shareholder shall constitute a waiver of the
General Meeting notice, information and agenda requirements with respect to
such shareholder for such General Meeting unless such shareholder makes a
formal statement of objection to the adequacy of the notice at such
meeting, which statement shall be confirmed in writing submitted to the
Company not later than three days following the date of such meeting.
3) The Chairman of the Board of Directors or any other member of the Board of
Directors authorized by the Chairman, shall open the General Meeting and
shall confirm the quorum of the session, which is set out in section 9(1)
hereof. If the quorum exists at the General Meeting, the Chairman of the
Board of Directors or any other member of the Board of Directors shall
nominate the Chairman of the General Meeting, the minutes clerk, two
persons to verify the minutes and the necessary number of votecounters.
4) If the General Meeting has not attained a quorum within 90 minutes of the
time set out in the notice as the commencement of the General Meeting, the
session shall be adjourned. In the event that an ordinary or extraordinary
General Meeting is adjourned due to the absence of a quorum, the Chairman
of the Board of Directors or any other member of the Board of Directors of
the Company shall, within three days of such adjournment, give at least ten
days prior written notice to all shareholders if not agreed by the
shareholders otherwise and set a date of a reconvened General Meeting in
order to vote concerning the agenda items proposed in connection with the
original General Meeting, subject to the requirements of Slovak law and
these Articles of Association.
5) The General Meeting shall be chaired by the chairman of the General
Meeting. The chairman of the General Meeting shall decide the sequence of
the issues to be decided by the General Meeting. Voting shall be executed
by delivery of ballots, if required by the General Meeting. Voting results
shall be given to the chairman and the minutes clerk by the vote-counters.
Article 9
Decisions of General Meeting
----------------------------
1) The General Meeting shall constitute a quorum if attended by shareholders
holding at least two-thirds of the outstanding Shares. Quorum at a
reconvened General Meeting convened in accordance with Article 8(4) hereof
shall be composed of those shareholders present at such General Meeting.
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2) If not stipulated otherwise in these Articles of Association, any decision
of the General Meeting shall be made by a majority vote of the Shares
represented at the meeting.
3) a) The matters specified below require affirmative vote of at least two-
thirds of the Shares represented at the meeting:
(i) Decisions in respect of the increase or decrease of the share
capital (including the making of capital calls), the issuance of
debentures including convertible debentures, and the conditional
increase of the share capital in connection with the issuance of
convertible debentures;
(ii) Decisions in respect of the winding up of the Company, including
all matters relating to the dissolution of the Company and the
liquidation of its assets;
(iii) Election, dismissal and remuneration of members of the Board of
Directors and of members of the Supervisory Board:
(iv) Appointment of or change in liquidators of the Company;
(v) Approval of the annual report and annual financial statements,
liquidation statements including the liquidator`s final report and
proposal for distribution or liquidation of assets, and distribution
of profits and determination of royalties;
(vi) Approval of any matter specified in Article 11(3) hereof which
has been voted upon by the Board but has failed to obtain the required
qualified majority approval by the Board, if any two members of the
Board of Directors shall consider such matter sufficiently important
to present it to the General Meeting.
b) Any changes to the Articles of Association of the Company shall
require the affirmative vote of shareholders holding at least
two-thirds of the outstanding Shares.
Article 10
Board of Directors
------------------
1) The statutory body of the Company shall be the Board of Directors. The
Board of Directors shall be authorized to act in the name of the Company,
to represent the Company before third parties, courts or any other
authority. The Board of Directors shall manage the Company's business
activities and decide all matters of the Company, unless entrusted by law
or these Articles to the exclusive authority of other bodies of the
Company.
2) The Board of Directors shall consist of five members. The members of the
Board of Directors shall be elected by the General Meeting.
3) The term of office of a member of the Board of Directors shall be 5
6
years or less upon removal by the General Meeting and shall terminate upon
the election of a new member of the Board of Directors or pursuant to
article 10(4) hereof.
4) A member of the Board of Directors may only resign after delivering a
written notice to the Board of Directors and the Supervisory Board.
5) The Board of Directors shall submit to the General Meeting the report on
the Company's business activities and its assets and liabilities within 90
days after termination of each accounting year. The General Meeting may
from time to time require the submission of such reports.
6) The Board of Directors meeting may be convened by the Chairman of the Board
of Directors or by the Vice Chairman of the Board of Directors. The Board
of Directors meeting must be convened by then days prior written notice,
unless such notice is waived, in writing, by all members of the Board of
Directors who did not receive such notice. Attendance in person or by
telephone by any member of the Board of Directors shall constitute a waiver
of the Board of Directors meeting notice, information and agenda
requirements with respect to such member of the Board of Directors for such
Board of Directors meeting unless such member of the Board of Directors
makes a formal statement of objection to the adequacy of the notice at such
meeting, which statement shall be confirmed in writing submitted to the
Company not later than three days following the date of such meeting. The
Supervisory Board or the General Meeting may require that any Supervisory
Board member or officer of the Company attend such meeting.
7) The Board of Directors have the power and authority to issue debentures
including convertible debentures, and to increase the share capital as a
result of the exercise of a right of a holder of a convertible debenture to
convert such debenture into shares of the capital stock of the Company.
Article 11
Decisions of Board of Directors
-------------------------------
1) Attendance at meetings of the Board of Directors in person or by telephone
by at least one member of the Board of Directors nominated to the Board of
Directors by each shareholder holding more than 33-1/3% of the outstanding
Shares (one-third of all of the outstanding Shares) shall constitute a
quorum for such meeting. In case the Board of Directors meeting is
adjourned due to the absence of quorum any adjourned meeting shall
constitute a quorum if attended by three (3) members of the Board of
Directors.
2) Any action by the Board of Directors shall require the affirmative vote of
majority of the members of the Board of Directors represented at the
meeting, except as stipulated otherwise herein.
3) The matters specified below require an affirmative vote of a majority
including at least one member of the Board of Directors nominated to the
Board by each shareholder holding more than 33-1/3% of the outstanding
Shares (one-third of all of the outstanding Shares):
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(i) Entry into any transaction or series of related transactions outside
the scope of the budget having a value of greater than US$ 250,000, or any
other modification to or deviation from the budget having an effect of
greater than US$ 250,000 on any line item;
(ii) Any transaction (or series of related transactions) contemplated by
the budget and having an aggregate value of greater than US$ 500,000,
including but not limited to the following:
a) Disposal of assets of the Company;
b) The making of any equity contributions to any legal entity or
entry into any joint venture, partnership or teaming arrangement
with third parties;
c) Entering into any contract or commitment involving financial
obligations, or creating encumbrances on Company assets;
(iii) Decision on the use of the Reserve Fund or the Social Fund of the
Company;
(iv) Appointment of or change in the procurators of the Company;
(v) Appointment of or change in the legal counsel, auditors or bankers of
the Company;.
(vi) Approval of business plan and annual financial budget and any material
modification thereto;
(vii) Appointment of the General Director and all managers directly
reporting to the General Director and stipulation of their functions,
responsibilities and authority.
4) The foregoing notwithstanding, any contract, commitment or transaction
which has been specifically identified in and approved as part of a budget
shall not require further approval of the Board of Directors when entered
into by the Company, unless it is to be entered into at a time, in a manner
or upon terms different than those specified in the budget.
5) Board of Directors' decisions may be made by written resolution of all five
members of the Board of Directors or a vote of the Board of Directors at a
duly convened and held meeting.
6) A record of the Board of Directors meeting must be kept, which must contain
all key issues raised at the meeting, including voting results and exact
wording of all resolutions. The record must be delivered to (i) each member
of the Board of Directors, and (ii) the Chairman of the Supervisory Board.
A record must be kept of all resolutions approved by written approvals of
all members of the Board of Directors since the previous meeting of the
Board of Directors.
7) Members of the Board of Directors may participate in meetings of the Board
of Directors by telephone conference or similar communications equipment by
means of
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which all persons participating in the meeting can hear each other and
participation in a meeting pursuant to this Article shall constitute
presence in person at the meeting.
Article 12
Supervisory Board
-----------------
1) The Supervisory Board of the Company shall consist of five members. He
members of the Supervisory Board shall be elected and recalled by the
General Meeting.
2) If the number of the Company's employees reaches 50 at the time of
election, the Supervisory Board shall consist of six (6) members, one third
of which shall be elected by the Company's employees.
3) The authority and power of the Supervisory Board of the Company shall be
limited to the minimum required under the law, as such law may be amended
or otherwise modified from time to time.
4) Any decisions of the Supervisory Board shall be made by majority vote of
all Supervisory Board members.
Article 13
Management and Organization
---------------------------
1) The General Director shall be responsible for the management and
supervision of the day to day activities of the Company. General Director
shall report to the Board of Directors and shall be responsible for the
implementation of the business plan, the budget, and the policies of the
Company, and for supervision of the other managers and employees of the
Company.
2) The Financial Director shall report to the General Director and shall be
responsible for maintaining the books and accounts of the
Company, accounting controls and internal audit processes, preparation of
financial and operational statements, and treasury functions. The Finance
Director shall be responsible for preparation of the budgets and, in
coordination with the other managers, shall be responsible for procurement
procedures and practices, and shall participate in the development of the
Company's business plans, strategies and policies.
3) The other managers shall have such functions, responsibilities and
authority as shall be set forth in the business plan from time to time or
as may otherwise be assigned to them from time to time by the Board of
Directors.
CHAPTER 5 - INCREASE AND DECREASE IN REGISTERED SHARE CAPITAL
Article 14
Increase of the Registered Capital
----------------------------------
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The manner of increasing the share capital of the Company shall be governed by
the rules set out in the Commercial Code and in an agreement between the
shareholders.
Article 15
Reduction of the Registered Capital
-----------------------------------
The manner of reducing the share capital of the Company shall be governed by the
rules set out in the Commercial Code and in an agreement between the
shareholders.
CHAPTER 6 - ACCOUNTING MATTERS
Article 16
Financial Year
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The financial year of the Company shall be the calendar year beginning on 1st
January of each year and ending on 31st December of the same year.
Article 17
Annual financial Account
1) The Financial Director shall ensure that the Company's accounts and records
shall be properly kept. The financial statements of the Company shall be
prepared in accordance with Slovak accounting rules and Slovak law and
international generally accepted accounting principles and audited in
accordance with these principles. The annual audited financial statements
of the Company accompanied by the statement of the Supervisory Board shall
be submitted for approval to the General Meeting.
2) Budgets of the Company shall be prepared in accordance with Slovak
accounting rules and Slovak law.
3) Management decisions shall be based on the budgets and financial statements
prepared in accordance with this Article 17. Decisions regarding
distribution of profit and payment of dividends shall be based on the
annual financial statements prepared in accordance with Slovak accounting
rules and Slovak law.
4) In addition the Company shall provide for all shareholders annual financial
statements prepared and audited in accordance with the Slovak as well as
international generally accepted accounting principles.
Article 18
Funds of the Company
--------------------
1) Upon it's foundation, the Company created the reserve fund in the amount of
SK 14,257,960 (fourteen million two hundred and fifty-seven thousand nine
hundred sixty
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Slovak crowns) and supplements the reserve fund from net profits shown in
the financial statement for the respective year. The reserve fund is
annually supplemented with 5 per cent of the net profit, until it reaches
the amount equal to 20 per cent of the share capital.
2) A social fund in the amount determined in compliance with applicable Slovak
law shall be created upon the Company's foundation. For as long as required
by applicable legal regulations, the Company shall supplement the Social
Fund by the compulsory allocations in the manner and amount prescribed by
applicable law.
3) The Company may create additional funds based on a decision of the General
Meeting. The Board of Directors of the Company shall decide on the use of
such funds.
Article 19
Distribution of Profits
-----------------------
1) After the fulfillment of tax obligations in accordance with Slovak law, the
Company shall use its profit for obligatory and other allocations to
Company Funds, for investments in development plans and for other purposes
approved by the General Meeting, and for payment of dividends to
shareholders and for royalties of members of the Board of Directors and
members of the Supervisory Board.
2) Distribution of the profits of the Company shall be determined by the
General Meeting. Provided that the Company has made, in accordance with
Slovak law and Slovak accounting rules, a profit in respect of any year,
dividends shall be payable in accordance with the terms of Article 4. When
dividends are payable, the Board of Directors shall submit a proposal
regarding the distribution of profits to the General Meeting. The
Supervisory Board shall review and comment to the General Meeting on such
proposal. The distribution of profits shall, in all cases, respect the
legal requirements in respect of reserve funds.
CHAPTER 7 - WINDING UP OF THE COMPANY
Article 20
Winding Up of the Company
-------------------------
Any decision in respect of a winding-up of the Company shall be made only by the
General Meeting with the majority indicated above. The Company may be dissolved
with liquidation or without liquidation.
CHAPTER 8 - ACTING AND SIGNING ON BEHALF OF THE COMPANY
Article 21
Acting and Signing on Behalf of the Company
-------------------------------------------
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1) The Board of Directors, as Company's statutory body, registered in the
Commercial Register, acts on behalf of the Company. The Chairman of the
Board of Directors and the Vice Chairman of the Board of Directors shall be
authorized to act jointly on behalf of the Board of Directors.
2) The Chairman of the Board of Directors and Vice Chairman of the Board of
Directors shall be authorized to sign on behalf of the Company in all
matters; provided however, that signatures of both shall be required to
bind the Company.
3) Signing on behalf of the Company shall be performed by attaching of a
signature of a signing person together with such person's title and the
Company's stamp to the printed or written name of the Company.
CHAPTER 9 - GENERAL REGULATIONS
Article 22
Ban on Competition
------------------
1) The provision of Section 196 of the Commercial Code, concerning the ban on
competition, shall apply to all members of the Board of Directors,
Supervisory Board, the General Director and all managers directly reporting
to the General Director.
2) Any transaction between the Company and one of its shareholders, or
affiliate of a shareholder, shall require the written prior consent of the
other shareholders.
Article 23
Severability
------------
The invalidity or incompatibility with law of any provision of these Articles of
Association shall not affect the enforceability or validity of the rest of these
Articles.
Article 24
Amendments and Supplements to the Articles
------------------------------------------
Any amendments or supplements to these Articles of Association shall be made in
writing as approved by a decision of the General Meeting, adopted in accordance
with provisions of these Articles.
Article 25
Arbitration and Jurisdiction of Courts
--------------------------------------
1) Any claim or dispute arising out of or relating to these Articles of
Association, including any question concerning its existence, validity,
termination or interpretation, except of such claims or disputes which are
in accordance with the Slovak law in the exclusive jurisdiction of Slovak
courts of general jurisdiction, shall be finally settled by arbitration
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in accordance with the UNCITRAL Arbitration Rules as in effect on the date
of this Agreement, except that in the event of any conflict between those
Rules and the arbitration provisions of these Articles of Association, the
provisions of these Articles of Association shall prevail.
2) The London Court of International Arbitration shall be the Appointing
Authority.
3) The number of arbitrators shall be three, unless the shareholders agree
that the dispute shall be resolved by a sole arbitrator.
4) Each shareholder shall appoint one arbitrator. If within thirty days after
receipt of the claimant's notification of the appointment of an arbitrator
the respondent has not notified the claimant of the name of the arbitrator
appointed by the respondent, the second arbitrator shall be appointed, upon
request by the claimant, by the Appointing Authority.
5) The two arbitrators thus appointed shall choose the third arbitrator who
shall act as the presiding arbitrator of the tribunal. If within thirty
days after the appointment of the second arbitrator, the two arbitrators
have not agreed upon the choice of the presiding arbitrator, then at the
request of either shareholder the presiding arbitrator shall be appointed
by the Appointing Authority in accordance with the following procedure:
a) The Appointing Authority shall submit to both shareholders an
identical list consisting of the names of all of the persons listed on
its then existing joint panel of presiding arbitrators.
b) Within fifteen days after receipt of this list, each shareholder may
return the list to the Appointing Authority, having deleted the names
to which that shareholder objects, but not more than one-half on the
names on the list, and having numbered the remaining names of the list
in the order of preference.
c) After expiration of the above period of time, the Appointing Authority
shall appoint the presiding arbitrator from among the names not
deleted on the lists returned to in and in accordance with the order
of preference indicated by the shareholders.
d) Should no joint panels then be available, or if all persons remaining
on the lists after deletion of names by the shareholders are unwilling
or unable to act as presiding arbitrator, the Appointing Authority
shall appoint as presiding arbitrator a person not on the joint panel
who shall be of a nationality other than Slovak or United States. In
making the appointment, the Appointing Authority shall follow the list
procedure set forth in Article 6.3 of the UNCITRAL Arbitration Rules,
except that it shall submit a list containing at least ten names
chosen by it.
6) The presiding arbitrator shall deliver to the Appointing Authority an
original, signed award and documents reflecting service of copies on the
shareholders, to be kept confidentially in safe custody.
7) The language of the arbitration shall be English.
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8) The reasoned decision and award of the arbitrators shall be final and
conclusive and shall be binding on the shareholders. Any award rendered by
the arbitrators may be enforced by any court of competent jurisdiction.
9) The shareholders agree to exclude any right of application or appeal to any
court in connection with any question of law arising in the course of the
arbitration proceedings or out of the award.
10) The place of the arbitration shall be Vienna, Austria.
11) Each shareholder waives any right that it may have, to require the
exhaustion of local administrative or judicial remedies as a condition of
any proceedings being brought or arbitration being commenced under these
Articles of Association by any other shareholder.
Article 26
Effective Date
--------------
These Articles of Association shall be effective upon their approval by the
shareholders.
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