DRAFT
CRNOGORSKI TELEKOM A.D. PODGORICA
ARTICLES OF ASSOCIATION
CRNOGORSKI TELEKOM
JOINT-STOCK COMPANY PODGORICA
(revised text)
P O D G O R I CA, May2017
C O N T E N T S
I GENERAL PROVISIONS
Liabilities for Obligations
II NAME AND SYMBOLS
Full and Abbreviated Name
Seal, Stamp, Trademark and Memorandum of the Company
III HEAD OFFICE
IV BUSINESS ACTIVITIES
Change of Business Activities
V TERM OF THE COMPANY
VI SHARE CAPITAL AND SHARES
Nominal Amount of Share Capital
Shares
Increase in Share Capital
Pre-Emptive Right
Decrease in Share Capital
The Right of the Company to Purchase its Own Shares
VII BODIES OF THE COMPANY, ADMINISTRATION AND AUDITOR
1.SHAREHOLDERS’ ASSEMBLY
Scope of Activities of Shareholders’ Assembly
Representation
Ordinary Shareholders’ Assembly
Extraordinary Shareholders’ Assembly
Convocation Procedure
Agenda of Shareholders’ Assembly
Organization – Chairing the Shareholders’ Assembly
Quorum
Voting
2.BOARD OF DIRECTORS
Number and Composition
Appointment of Members of the Board of Directors
Qualifications for the Appointment
Term of Office
Termination of the Membership of the Board of Directors
Scope of Activities of the Board of Directors
Enactment of Decisions
3.AUDIT COMMITTEE
4.CHIEF EXECUTIVE OFFICER
Duties
Term of Office
Dismissal of the Chief Executive Officer
5.SECRETARY OF THE COMPANY
Scope of Activities
Qualification
6.AUDITOR
Appointment
VIII REPRESENTATION AND SIGNING
Representation and signing
IX INTERNAL REGULATIONS OF THE COMPANY
X FINANCES AND DISTRIBUTION OF PROFITS
Financial Statements
XI CONFIDENTIALITY
Obligation to Enact Internal Regulations
Obligation to Keep Confidential Matters a Secret
XII PROTECTION OF ENVIRONMENT
XIII AMENDMENTS
Right to Initiate Amendments to the Articles of Association
XIV TRANSITIONAL AND CONCLUDING PROVISIONS
Original of the Articles of Association
Coming into Force
Pursuant to the Article 19 and the Article 35 paragraph 2 point 1 of the Law on Business Organization (“Official Gazette of the Republic ofMontenegro” No.06/02 and Official Gazette of Montenegro No. 40/11), the Shareholders’ Assembly of Crnogorski Telekom a.d.Podgorica, at Ordinarysession held on May31st, 2017, enacted
ARTICLES OF ASSOCIATION
OF THE JOINT-STOCK COMPANY
CRNOGORSKI TELEKOMPODGORICA
I GENERAL PROVISIONS
Article 1
Liabilities for Obligations
1) Crnogorski Telekom joint-stock company (hereinafter: “the Company”) is a legal entity having the rights, responsibilities and obligations as specified by the Law and this Articles of Association.
2) For all its obligations the Company shall be liable with all its assets, and the shareholders shall bear the operating risk of the Company to the amount of their equity.
3) The Company is the legal successor of JP PTT saobraćaj Crne Gore Podgorica with regard to the performance of the registered telecommunication activity.
II NAME AND SYMBOLS
Article 2
Full and Abbreviated Name
1) The Company shall actunder the name: Crnogorski Telekom joint-stock companyPodgorica.
2) The abbreviated name of the Company is: Crnogorski Telekom A.D.Podgorica.
Article 3
Seal, Stamp, Trademark and Memorandum of the Company
1) The Company has its own seal of a round shape with a 35 mm diameter and the following wording on the rim: Crnogorski Telekom A.D. Podgorica. The Company’s brand Tis in the middle of the seal.
2) The Company has its own stamp of a rectangle shape whose dimensions cannot be larger than 30mm x 70 mm containing the same text as that written on the seal, with additional space for number and date.
3) The Company has its own trademark (brand) whose appearance and use shall be determined by the Board of Directors.
4) The Company has its own memorandum with the following information: name and head office of the Company,legal form of the company, the number of registration with the Central Registry of the Commercial Court , trademark, telephone number, fax number, giro account number and other information about the Company specified in the decision by the Board of Directors.
5) Organizational units of the Company have their own seal and stamp which, in addition to the same elements and the size of that of the Company, contain the name of that organisational unit.
6) The Chief Executive Officer of the Company shall by a special resolution clearly define the number of the seal and the stamp, their use, keeping, and recording, as well as the procedure for the issuing and acceptance of deeds.
III HEAD OFFICE
Article 4
1) The head office of the Company is in Podgorica,81000,Moskovska 29. The head office of the Company is the head office of the management of the Company.
IV BUSINESS ACTIVITIES
Article 5
1) The Company performs the following activities:
61.10Cable telecommunications
61.20 Wireless telecommunications
61.30 Satellite telecommunication
61.90 Other telecommunication activities
62.01 Computer programming
62.02 Consulting activities in information technology area
62.03 Managing computer equipment
62.09 Other information technology services
63.11 Data processing,application positioning and applicative services provision
63.12 Web portals
17.29 Production of other products made of paper and card
18.12 Other printing
18.11 Newspapers printing
18.13 Print preparation services
18.14 Binder and associated services
18.20 Reproduction of recorded media
26.11 Electronic elements production
26.12 Printed electronic boards production
26.20 Production of computers and peripheral equipment
26.30 Communication equipment production
26.40 Production of electronic devices for broad consumption
26.51 Production of measuring, researching and navigating instruments and devices
27.31 Production of fibre optic cables
27.32 Production of other electronic and electrical conductors and cables
27.90 Other electrical equipment production
33.12 Machines reparation
33.13 Electronic and optical equipment reparation
33.14 Electrical equipment reparation
33.20 Industrial machines and equipment installation
35.12 Transmission of electric energy
35.13 Distribution of electric energy
35.14 Trade of electric energy
38.31 Dismantling of wrecks
41.10 Construction projects elaboration
41.20 Construction of residential and non-residential buildings
42.22 Construction of electric and telecommunication cables
42.99 Construction of other facilities not-mentioned elsewhere
43.11 Objects demolition
43.12 Site preparation
43.13 Site testing by drilling and sounding
43.21 Setting up of electrical installations
43.22 Setting up of plumbing,sewage,air-conditioning and heating systems
43.29 Other installation works in construction
43.31 Rendering
43.32 Setting up wood joinery
43.33 Setting up floor and wall coverings
43.34 Painting and glazing
43.39 Other final construction works
43.91 Roof works
43.99 Other non-mentioned specialized construction works
45.11 Trade of automobiles and light motor vehicles
45.19 Trade of other motor vehicles
45.20 Maintenance and reparation of motor vehicles
45.31 Wholesale trade of fittings and equipment for motor vehicles
45.32 Retail trade of fittings and equipment for motor vehicles
45.40 Trade of motorcycles,fittings and appliances,maintenance and reparation of motorcycles
46.14 Intermediation in the sale of machines,industrial equipment,ships and airplanes
46.15 Intermediaton in the sale of furniture,household appliances and metal goods
46.18 Specialized intermediation in the sale of particular products
46.19Intermediation in the sale of miscellaneous products
46.43 Wholesale trade of electrical household appliances
46.47 Wholesale trade of furniture, carpets and illumination equipment
46.51 Wholesale trade of computers,computer equipment and softwares
46.52 Wholesale trade of electronic and telecommunication fittings and equipment
46.64 Wholesale trade of textile industry machines and sewing and knitting machines
46.65 Wholesale trade of office furniture
46.66 Wholesale trade of office machines and equipment
46.69 Wholesale trade of other machines and equipment
46.74 Wholesale trade of metal goods,installation materials,heating equipment and appliances
46.77 Wholesale trade of refuses and remains
46.90 Non-specialized wholesale trade
47.11 Retail trade in non-specialized stores,predominantly in food,beverage and tobacco
47.19 Other retail trade in non-specialized stores
47.41 Retail trade of computers,peripheral units and software in specialized stores
47.42 Retail trade of telecommunication equipment in specialized stores
47.43 Retail trade of audio and video equipment in specialized stores
47.51 Retail trade of textile in specialized stores
47.52 Retail trade of metal goods,paints and glass in specialized stores
47.53 Retail trade of carpets,floor and wall coverings in specialized stores
47.54 Retail trade of electric household appliances in specialized stores
47.59 Retail trade of furniture,illumination equipment and other household appliances in specialized stores
47.61 Retail trade of books in specialized stores
47.62 Retail trade of newspapers and office supplies in specialized stores
47.63 Retail trade of music and video records in specialized stores
47.64 Retail trade of sport equipment in specialized stores
47.65 Retail trade of games and toys in specialized stores
47.74 Retail trade of medical and orthopedic aids in specialized stores
47.78 Retail trade of new products in specialized stores
47.79 Retail trade of used goods in stores
47.91 Retail trade through post or internet
47.99 Other retail trade other than stores,booths and markets
49.31 Urban and suburban land transport of passengers
49.41 Cargo road transport
49.50 Piping transport
52.10 Storage
52.21 Land transport service activities
52.24 Cargo handling
52.29 Other following activities in transport
53.10 Postal activities
53.20 Other postal and courier activities
55.10 Hotels and similar establishments
58.11 Publishing of books
58.12 Publishing of directories
58.13 Publishing of newspapers
58.14 Publishing of magazines and periodic issues
58.19 Other publishing activities
58.21 Computer games issuing
58.29 Other software issuing
59.11 Film,video records and TV program production
59.12 Activities that follow film,video records and TV program production
59.13 Film,video records and TV program distribution
59.14 Film screening activities
59.20 Recording and issuing of sound records and music
60.10 Radio program broadcasting
60.20 TV program production and broadcasting
63.91 Press agencies activities
63.99 Information service activities non-mentioned elsewhere
64.19 Other monetary intermediation
64.20 Holding companies activities
64.30 Trust funds,investment funds and similar financial entities
64.91 Financial leasing
64.92 Other credit financing activities
64.99 Other non mentioned financial services, except insurance and pension funds
65.11 Life insurance
65.12 Non-life insurance
65.20 Reinsurance
65.30 Pension funds
66.11 Financial and commodities exchange
66.19 Other auxiliary activities in financial services providing, except insurance and pension funds
66.21 Processing indemnification requests and risk and damage assessment
66.22 Insurance agents and intermediaries activities
66.29 Other auxiliary activities in insurance and pension funds
66.30 Funds managing
68.10 Purchasing and selling of own real estates
68.20 Renting and managing of own and rented real estates
68.31 Real estate agencies activities
68.32 Managing real estates with compensation fee
69.10 Legal affairs
69.20 Accounting,book-keeping and audit affairs and tax counselling
70.10 Economic agent managing
70.21 Communication and public relations activities
70.22 Consulting activities in business and other managing
71.11 Architectural activities
71.12Engineering activities and technical counselling
71.20 Technical testing and analysis
72.19 Research and development in other natural and engineering sciences
73.11 Advertising agencies activities
73.12 Media presentation
73.20 Market and public opinion research
74.10 Specialized design activities
74.30 Translation and interpretation services
74.90 Other professional,scientific and technical activities
77.11 Renting and leasing of automobiles and light motor vehicles
77.12 Trucks lease and leasing
77.32 Renting and leasing of construction machines and equipment
77.33 Lease and leasing of office machines and equipment
77.34 Lease and leasing of water transport equipment
77.35 Lease and leasing of air transport equipment
77.39 Renting and leasing of other machines,equipment and material goods
77.40 Leasing of intellectual properties and similar products,other than copyright
78.30 Other cession of human resources
79.90 Other reservation services and related activities
82.11 Combined office and administrative services
82.20 Call centre activities
82.30 Arrangement of conferences and fairs82.91 Debt collection agencies and credit bureaus activities
82.99 Other service activities for business support
95.11 Reparation of computers and peripheral equipment
95.12 Reparation of communication equipment
95.21 Reparation of electronic devices for broad consumption
2) In addition to the activities described under the previous paragraph, the Company deals with foreign trade activities that include the following: import, export, representation, consignation, local border trade, re-export, agency activities.
3) The Company may perform other activities related to the activities set forth in paragraph 1 and 2 of this Article.
Article 6
Change of Business Activities
Upon a proposal submitted by the Board of Directors, the Shareholders’ Assembly of the Company shall enact the decision on the change of the Company’s business activities with two-thirds majority votes by shareholders.
V TERM OF THE COMPANY
Article 7
The Company is founded foran indefinite term.
VI SHARE CAPITAL AND SHARES
Article 8
Nominal Amount of Share Capital
The share capital of the Company has been set to the nominal amount of 123.858.195,54 EUR.
Article 9
Shares
1) The Company’s share capital is divided up into 47,273,940 ordinary shares of 2,62001 € par value of each, which have been registered in a dematerialised form in the Central Depository Agency.
2) Ordinary share confers a voting right in the Shareholders’ Assembly, a right to participate in the distribution of profit in accordance with the provisions set forth in this Articles of Association and the resolution by the Shareholders’ Assembly, a right to the remaining property share after the liquidation of the Company, as well as the other rights specified by the Law and this Articles of Association.
Article 10
Increase in Share Capital
1) The Company may increase its share capital in exchange for contributionsby its existing shareholders or other persons for whom it issues new shares.
2) Decision on an increase in share capital shall be enacted by the Shareholders’ Assembly by majority of votes, provided that shareholders with at least 2/3 of sharesare present or represented or have cast their vote by ballot.
3) The Shareholders’ Assembly may by its decision and in accordance with the Law authorize the Board of Directors to increase in the indicated time the share capital to the specified amount.
Article 11
Pre-Emptive Right
1) In the event of an increase in share capital of the Company by contributions in cash the existing shareholders shall have the pre-emptive right proportional to the number of shares they holdon the date of the decision on capital increase.
2) With a view to exercising this right the Board of Directors is obliged to ensure the shareholders are informed about the share offering on the basis of pre-emptive right.
3) Shareholders’ Assembly may modifyor abolish the shareholders` pre-emptive rightwith 2/3 majority of votes of the shareholders affected by the decision.
Article 12
Decrease in Share Capital
Share capital may be decreased pursuant to the Law and on the basis of the decision by the Shareholders’ Assembly enacted by votes of the present or represented shareholders in the possession of at least 2/3 of the total number of shares.
Article 13
The Right of the Company to Purchase its Own Shares
1)The Company may purchase its own shares on the basis of the decision by the Shareholders’ Assembly in accordance with the Law. The Shareholders’ Assembly may authorize the Board of Directors to implement this decision.
2) As an exception to paragraph 1) of this Article 14, the Board of Directors mayadopt a decision on acquiring the Company’ own share if such an acquisition is necessary as protection against serious and immediate damage to the Company. The shares repurchased pursuant to a decision of the Board of Directors may not exceed 10% of total share capital of the Company. The Board of Directors is obliged to inform the Shareholders’ Assembly on all details of share repurchase on the first meeting of the Shareholders’ Assembly following the repurchase.
3) If the Company does not dispose its own shares within the period of 12 months from the date of repurchase, it is obliged to invalidatethose shares within 3 days from the expiry of the 12-month deadline and to notify the Securities Commission and Central Depositary Agency thereof within further 3 days.
VII BODIES OF THE COMPANY, ADMINISTRATION AND AUDITOR
1.SHAREHOLDERS’ ASSEMBLY
Article 14
1) The Shareholders’ Assembly is the supremebody of the Company.
2) All decisions enacted by other bodies of the Company must be in accordance with the Articles of Association and the decisionsof the Shareholders’ Assembly.
Article15
Scope of Activities of Shareholders’ Assembly
1) Shareholders’ Assembly have the exclusive right to:
1. Enact the Articles of Association and its amendments;
2. Approve the annual financial statements and reports on operations of the Company;
3. Decide on disposal of assets of the Company (including by way of sale, lease, purchase acquisition or otherwise) the value of which exceeds 20% of total book value of Company’s assets (“major assets”);
4. Decide on the distribution of profits and the cover of losses;
5. Decide on an increase and a decrease in share capital;
6. Elects and dismiss the members of the Board of Directors anddetermine their remuneration;
7. Appoint and dismiss the Auditor of the Company;
8. Appoint and revoke the Liquidatorof the Company;
9. Enact a decision on the issue of bonds, i.e. convertible bonds or other securities;
10. Approve the valuation of the contribution in kind;
11. Permit contracts on the purchase of property from majority shareholder if such payment exceeds 1/10 of the Company’s share capital specified by the Articles of Association;
12. Decide on the change of rights attached to particular types and classes of shares and their exchange for another share class;
13. Restrict or abolish the pre-emption right to shareholders on the subscription of shares or the acquisition of convertible bonds;
14. Decide on the matter within the scope of activities of the Board of Directors upon the request by the Board of Directors;
15. Enact the Rules of Procedure of the Shareholders’ Assembly;
16. Decide on the Company` transformation into another form and on termination of the Company with 2/3 majority of all shareholders;
17. Decide on other matters in accordance with the Law and this Articles of Association.
Article 16
Representation
Any shareholder shall have the right to provide another person with a letter of proxy to vote as his/her proxy at the Shareholders’ Assembly or to perform other activities. The letter of proxy must be certifiedin accordance with the Law. The person acting as the proxy may not be a member of the Board of Directors, the CEO, the Secretary of the Company or the Auditor.
Article 17
Ordinary Shareholders’ Assembly
1) Ordinary Shareholders’ Assembly shall be convened on an annual basis to be held within three months of the end of the financial year.
2) At the request by the Board of Directors the Secretary of the Company shall make arrangements for the ordinary Shareholders’ Assembly.