Article 328 — Proceedings to Enforce the Liability of Directors

[[ 1/ A company may not institute proceedings against its directors in connection with their responsibility without a resolution of a general meeting of shareholders to this effect; Such a resolution may be moved and adopted by the general meeting although not on the agenda. 2/ Where a resolution under Sub-Article (1) of this Article 15 adopted but the company fails to institute proceedings within 3 (three) months, shareholders representing at least ten percent of the capital may jointly institute proceedings in the name of the company. 3/ Notwithstanding the provisions of Sub-Article (1) and (2) of this Article, where a company has made an agreement, whether directly or indirectly, with a director, a member of supervisory board or general manager of the company or persons affiliated with the company listed under Article 306 Sub-Article (6) of this Code, which violates the provisions of this Code and has caused damage to the company, shareholders representing not less than ten percent of the capital of the company may directly institute proceedings against the directors who have failed to discharge responsibility imposed on them under this Code. 4/ The company shall show documents, provide copies and evidence necessary to institute the proceedings to shareholders who seek to institute proceedings pursuant to Sub-Article (2) and (3) of this Article In particular, the shareholders are entitled to inspect agreements that they assume to have involved conflict of interest and supporting documents. 5/ The company shall refund to the shareholders the costs of the proceedings instituted under Sub-Article (2) or (3) of this Article regardless of the outcome of such proceedings as long as the suit was instituted in good faith. 6/ The company may decide to discontinue the proceedings against the directors or to compromise; however, a resolution to discontinue proceedings or to compromise may not be adopted where a general meeting of shareholders representing ten percent of the capital of the company votes against the resolution.