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 100/A Vajnorska
street, 831 03 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,
10) Advertising and promotion activities,
11) Lease of movable assets- leasing,
12) Lease of real estate properties and non-residential premises and
providing other than basic services connected with lease,
13) Mediation of purchase, sale and lease of real estate properties,
14) Printing,
15) Organization and operation of knowledge competitions,
16) Mediation activities within the scope of free trade.
CHAPTER 2 - SHARE CAPITAL
ARTICLE 3
SHARE CAPITAL AND SHARES OF THE COMPANY
---------------------------------------
1) The share capital of the Company is SK 3.733.700.000 and is divided
into two classes of shares as follow: a single class of ordinary
shares, consisting of 3.561.470 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").
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.
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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 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
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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.
4) 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
--------------
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 consolidated 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.
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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.
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.
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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.
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.
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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
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
-------------------------------
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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):
(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;
Board of Directors may appoint two or more 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
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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 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
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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
----------------------------------
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
--------------
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 consolidated 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 consolidated financial statements of the Company accompanied
by the statement of the Supervisory Board shall be submitted for
approval to the General Meeting.
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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 consolidated
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
consolidated 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 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.
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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
-------------------------------------------
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.
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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 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
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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.
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.
Approved by the shareholders on this October 19, 2001.
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shareholder Slovenske telekomunikacie, a.s.: shareholder Atlantic West B.V.:
---------------------------------------- --------------------------------------
Slovenske telekomunikacie, a.s. Atlantic West B.V.
Ing. Ladislav Mikus Dr. Rahul N. Saxena
based on a power of attorney based on a power of attorney
--------------------------------------
Atlantic West B.V.
Robert L. Lewis
based on a power of attorney
---------------------------------------- --------------------------------------
Ing. Ladislav Mikus JUDr. Jan Pitonak
Chairman of the General Meeting Recorder of the Minutes of the Meeting
---------------------------------------- --------------------------------------
Jozef Barta JUDr. Rastislav Luby
Verifier of the Minutes of the Meeting Verifier of the Minutes of the Meeting
---------------------------------------- --------------------------------------
JUDr. Martin Magda Mgr. L'uboslav Kohut
Scrutineer Scrutineer
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