Article 351 — Calling of General Meetings

1/ The Auditors shall call a general meeting where the directors or supervisory board fails to call a meetings required by the law or memorandum of association. 2/ They shall call a general meeting where shareholders representing at least ten percent of the capital so request. 3/ Where there are several Auditors, they may jointly call a general meeting in accordance with the memorandum of association; they may, where they think fit, fix for the meeting a place other than the company`s head office or place laid down in the memorandum of association. 4/ Where the Auditors call a general meeting in accordance with this Article, they shall prepare the agenda and a report to be read at the meeting giving the reasons for calling the meeting; one of the Auditors shall preside over the meeting. 5/ Where the Auditors disagree on the need for calling a meeting, one of them may apply to the court having jurisdiction in the area in which the head office is situate to exercise the powers under Sub-Articles (3) and (4) of this Article 6 Necessary expenses incurred under this Article shall be borne by the company.