Article 385 — Conflict of iInterest

1/ Where the interests of a shareholder, acting on his own behalf or on behalf of a third party, conflict with the interest of the company on a matter, such shareholder may not exercise his right to vote with regard to such matter. 2/ In particular, directors even if shareholders, may not vote on resolutions relating to their duties, liabilities and matters that directly or indirectly involve conflict between the interest of the company and their won interest. 3/ Shares which are deprived of voting rights under Sub- Article (1) and (2) of this Article shall be taken into account in calculating the quorum. 4/ Where failure to comply with the provisions of Sub- Article (1) and (2) of this Article results in the adoption of a resolution that is prejudicial to the company, such resolution may be set aside in accordance with the provisions of Article 391 of this Code.