Article 140. Convening GMS

1. Board of Directors shall convene annual and ad hoc GMS. An ad hoc GMS shall be convened in the following cases:

a) The meeting is necessary for the company’s interests;

b) The quantity of remaining members of the Board of Directors and Board of Controllers is smaller than the minimum quantity prescribed by law;

c) The meeting is requested by the shareholder or group of shareholders mentioned in Clause 2 Article 115 of this Law;

d) The meeting is requested by the Board of Controllers;

dd) Other cases prescribed by law and the company’s charter.

2. Unless otherwise prescribed by the company’s charter, the Board of Directors shall convene the GMS within 30 days from the date of occurrence of the event mentioned in Point b Clause 1 of this Article or the day on which the request for holding the meeting mentioned in Point c and Point d Clause 1 of this Article is received. If the Board of Directors fails to convene such GMS, the President and members of the Board of Directors shall pay compensation for the damage incurred by the company.

3. In case the Board of Directors fails to convene a GMS as prescribed in Clause 2 of this Article, the Board of Controllers shall convene a GMS within the next 30 days in accordance with regulations of this Law. If the Board of Controllers fails to convene the GMS, it shall pay compensation for the damage incurred by the company

4. In case the Board of Controllers fails to convene a GMS as prescribed in Clause 3 of this Article, the shareholder or group of shareholders prescribed in Clause 2 Article 115 of this Law may convene the GMS on behalf of the company in accordance with this Law.

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5. The person who convenes the GMS shall:

a) Prepare a list of shareholders entitled to participate in the GMS;

b) Provide information and settle complaints relevant to the aforementioned list;

c) Draw up the meeting agenda;

d) Prepare documents for the meeting;

dd) Draft the resolution of the GMS according to the meeting agenda; prepare a list and detailed information about the candidates for members of the Board of Directors and Controllers (in case of election);

e) Determine the meeting time and location;

g) Send the invitation to each and every shareholder on the list mentioned in (a);

h) Perform other tasks serving the meeting.

6. The cost of convening and conduct the GMS as prescribed in Clauses 2, 3 and 4 of this Article shall be reimbursed by the company.

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