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C R N O G O R S K I T E L E K O M A . D . P O D G O R I C A

ARTICLES OF ASSOCIATION

CRNOGORSKI TELEKOMJOINT-STOCK COMPANY PODGORICA

(revised text)

P O D G O R I CA, May 2017

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C O N T E N T S

I GENERAL PROVISIONS............................................................................................................3

Liabilities for Obligations.......................................................................................................3

II NAME AND SYMBOLS...........................................................................................................3

Full and Abbreviated Name....................................................................................................3Seal, Stamp, Trademark and Memorandum of the Company................................................3

III HEAD OFFICE.........................................................................................................................4

IV BUSINESS ACTIVITIES........................................................................................................4

Change of Business Activities................................................................................................8

V TERM OF THE COMPANY.....................................................................................................8

VI SHARE CAPITAL AND SHARES.........................................................................................9

Nominal Amount of Share Capital.........................................................................................9Shares......................................................................................................................................9Increase in Share Capital........................................................................................................9Pre-Emptive Right..................................................................................................................9Decrease in Share Capital.....................................................................................................10The Right of the Company to Purchase its Own Shares.......................................................10

VII BODIES OF THE COMPANY, ADMINISTRATION AND AUDITOR........................10

1. SHAREHOLDERS’ ASSEMBLY.......................................................................................10Scope of Activities of Shareholders’ Assembly...................................................................10Representation......................................................................................................................11Ordinary Shareholders’ Assembly........................................................................................11Extraordinary Shareholders’ Assembly................................................................................11Convocation Procedure.........................................................................................................12Agenda of Shareholders’ Assembly.....................................................................................12Organization – Chairing the Shareholders’ Assembly.........................................................13Quorum.................................................................................................................................13Voting...................................................................................................................................13

2. BOARD OF DIRECTORS...................................................................................................14Number and Composition.....................................................................................................14Appointment of Members of the Board of Directors............................................................14Qualifications for the Appointment......................................................................................14Term of Office......................................................................................................................15Termination of the Membership of the Board of Directors..................................................15Scope of Activities of the Board of Directors......................................................................15Enactment of Decisions........................................................................................................16

3. AUDIT COMMITTEE.........................................................................................................174. CHIEF EXECUTIVE OFFICER..........................................................................................18

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Duties....................................................................................................................................18Term of Office......................................................................................................................19Dismissal of the Chief Executive Officer.............................................................................19

5. SECRETARY OF THE COMPANY...................................................................................19Scope of Activities................................................................................................................19Qualification.........................................................................................................................20

6. AUDITOR............................................................................................................................20Appointment.........................................................................................................................20

VIII REPRESENTATION AND SIGNING...............................................................................20

Representation and signing...................................................................................................20

IX INTERNAL REGULATIONS OF THE COMPANY.........................................................20

X FINANCES AND DISTRIBUTION OF PROFITS...............................................................21

Financial Statements.............................................................................................................21

XI CONFIDENTIALITY.............................................................................................................21

Obligation to Enact Internal Regulations.............................................................................21Obligation to Keep Confidential Matters a Secret................................................................22

XII PROTECTION OF ENVIRONMENT................................................................................22

XIII AMENDMENTS..................................................................................................................22

Right to Initiate Amendments to the Articles of Association...............................................22

XIV TRANSITIONAL AND CONCLUDING PROVISIONS.................................................23

Original of the Articles of Association.................................................................................23Coming into Force................................................................................................................23

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Pursuant to the Article 19 and the Article 35 paragraph 2 point 1 of the Law on Business Organization (“Official Gazette of the Republic of Montenegro” No.06/02 and Official Gazette of Montenegro No. 40/11), the Shareholders’ Assembly of Crnogorski Telekom a.d. Podgorica, at Ordinary session held on May 31st, 2017, enacted

ARTICLES OF ASSOCIATION

OF THE JOINT-STOCK COMPANY CRNOGORSKI TELEKOM PODGORICA

I GENERAL PROVISIONS

Article 1Liabilities 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 2Full and Abbreviated Name

1) The Company shall act under the name: Crnogorski Telekom joint-stock company Podgorica.

2) The abbreviated name of the Company is: Crnogorski Telekom A.D. Podgorica.

Article 3Seal, Stamp, Trademark and Memorandum of the Company

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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 T is 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:

61.10 Cable telecommunications61.20 Wireless telecommunications61.30 Satellite telecommunication61.90 Other telecommunication activities62.01 Computer programming62.02 Consulting activities in information technology area62.03 Managing computer equipment62.09 Other information technology services

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63.11 Data processing,application positioning and applicative services provision63.12 Web portals17.29 Production of other products made of paper and card18.12 Other printing18.11 Newspapers printing18.13 Print preparation services18.14 Binder and associated services18.20 Reproduction of recorded media26.11 Electronic elements production26.12 Printed electronic boards production26.20 Production of computers and peripheral equipment26.30 Communication equipment production26.40 Production of electronic devices for broad consumption26.51 Production of measuring, researching and navigating instruments and devices27.31 Production of fibre optic cables27.32 Production of other electronic and electrical conductors and cables27.90 Other electrical equipment production33.12 Machines reparation33.13 Electronic and optical equipment reparation33.14 Electrical equipment reparation33.20 Industrial machines and equipment installation35.12 Transmission of electric energy35.13 Distribution of electric energy35.14 Trade of electric energy38.31 Dismantling of wrecks41.10 Construction projects elaboration41.20 Construction of residential and non-residential buildings42.22 Construction of electric and telecommunication cables42.99 Construction of other facilities not-mentioned elsewhere43.11 Objects demolition43.12 Site preparation43.13 Site testing by drilling and sounding43.21 Setting up of electrical installations43.22 Setting up of plumbing,sewage,air-conditioning and heating systems43.29 Other installation works in construction43.31 Rendering43.32 Setting up wood joinery43.33 Setting up floor and wall coverings43.34 Painting and glazing43.39 Other final construction works43.91 Roof works43.99 Other non-mentioned specialized construction works45.11 Trade of automobiles and light motor vehicles45.19 Trade of other motor vehicles45.20 Maintenance and reparation of motor vehicles45.31 Wholesale trade of fittings and equipment for motor vehicles

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45.32 Retail trade of fittings and equipment for motor vehicles45.40 Trade of motorcycles,fittings and appliances,maintenance and reparation of motorcycles46.14 Intermediation in the sale of machines,industrial equipment,ships and airplanes46.15 Intermediaton in the sale of furniture,household appliances and metal goods46.18 Specialized intermediation in the sale of particular products46.19 Intermediation in the sale of miscellaneous products46.43 Wholesale trade of electrical household appliances46.47 Wholesale trade of furniture, carpets and illumination equipment46.51 Wholesale trade of computers,computer equipment and softwares46.52 Wholesale trade of electronic and telecommunication fittings and equipment46.64 Wholesale trade of textile industry machines and sewing and knitting machines46.65 Wholesale trade of office furniture46.66 Wholesale trade of office machines and equipment46.69 Wholesale trade of other machines and equipment46.74 Wholesale trade of metal goods,installation materials,heating equipment and appliances46.77 Wholesale trade of refuses and remains46.90 Non-specialized wholesale trade47.11 Retail trade in non-specialized stores,predominantly in food,beverage and tobacco47.19 Other retail trade in non-specialized stores47.41 Retail trade of computers,peripheral units and software in specialized stores47.42 Retail trade of telecommunication equipment in specialized stores47.43 Retail trade of audio and video equipment in specialized stores47.51 Retail trade of textile in specialized stores47.52 Retail trade of metal goods,paints and glass in specialized stores47.53 Retail trade of carpets,floor and wall coverings in specialized stores47.54 Retail trade of electric household appliances in specialized stores47.59 Retail trade of furniture,illumination equipment and other household appliances in specialized stores47.61 Retail trade of books in specialized stores47.62 Retail trade of newspapers and office supplies in specialized stores47.63 Retail trade of music and video records in specialized stores47.64 Retail trade of sport equipment in specialized stores47.65 Retail trade of games and toys in specialized stores47.74 Retail trade of medical and orthopedic aids in specialized stores47.78 Retail trade of new products in specialized stores47.79 Retail trade of used goods in stores47.91 Retail trade through post or internet47.99 Other retail trade other than stores,booths and markets49.31 Urban and suburban land transport of passengers49.41 Cargo road transport49.50 Piping transport52.10 Storage52.21 Land transport service activities52.24 Cargo handling52.29 Other following activities in transport53.10 Postal activities

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53.20 Other postal and courier activities55.10 Hotels and similar establishments58.11 Publishing of books58.12 Publishing of directories58.13 Publishing of newspapers58.14 Publishing of magazines and periodic issues58.19 Other publishing activities58.21 Computer games issuing58.29 Other software issuing59.11 Film,video records and TV program production59.12 Activities that follow film,video records and TV program production59.13 Film,video records and TV program distribution59.14 Film screening activities59.20 Recording and issuing of sound records and music60.10 Radio program broadcasting60.20 TV program production and broadcasting63.91 Press agencies activities63.99 Information service activities non-mentioned elsewhere64.19 Other monetary intermediation64.20 Holding companies activities64.30 Trust funds,investment funds and similar financial entities64.91 Financial leasing64.92 Other credit financing activities64.99 Other non mentioned financial services, except insurance and pension funds65.11 Life insurance65.12 Non-life insurance65.20 Reinsurance65.30 Pension funds66.11 Financial and commodities exchange66.19 Other auxiliary activities in financial services providing, except insurance and pension funds66.21 Processing indemnification requests and risk and damage assessment66.22 Insurance agents and intermediaries activities66.29 Other auxiliary activities in insurance and pension funds66.30 Funds managing68.10 Purchasing and selling of own real estates68.20 Renting and managing of own and rented real estates68.31 Real estate agencies activities68.32 Managing real estates with compensation fee69.10 Legal affairs69.20 Accounting,book-keeping and audit affairs and tax counselling70.10 Economic agent managing70.21 Communication and public relations activities70.22 Consulting activities in business and other managing71.11 Architectural activities71.12 Engineering activities and technical counselling71.20 Technical testing and analysis

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72.19 Research and development in other natural and engineering sciences73.11 Advertising agencies activities73.12 Media presentation73.20 Market and public opinion research74.10 Specialized design activities74.30 Translation and interpretation services74.90 Other professional,scientific and technical activities77.11 Renting and leasing of automobiles and light motor vehicles77.12 Trucks lease and leasing77.32 Renting and leasing of construction machines and equipment77.33 Lease and leasing of office machines and equipment 77.34 Lease and leasing of water transport equipment77.35 Lease and leasing of air transport equipment77.39 Renting and leasing of other machines,equipment and material goods77.40 Leasing of intellectual properties and similar products,other than copyright78.30 Other cession of human resources79.90 Other reservation services and related activities82.11 Combined office and administrative services82.20 Call centre activities82.30 Arrangement of conferences and fairs82.91 Debt collection agencies and credit bureaus activities82.99 Other service activities for business support95.11 Reparation of computers and peripheral equipment95.12 Reparation of communication equipment95.21 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 6Change 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

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Article 7

The Company is founded for an indefinite term.

VI SHARE CAPITAL AND SHARES

Article 8Nominal Amount of Share Capital

The share capital of the Company has been set to the nominal amount of 123.858.195,54 EUR.

Article 9Shares

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 10Increase in Share Capital

1) The Company may increase its share capital in exchange for contributions by 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 shares are 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 11Pre-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 hold on 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.

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3) Shareholders’ Assembly may modify or abolish the shareholders` pre-emptive right with 2/3 majority of votes of the shareholders affected by the decision.

Article 12Decrease 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 13The 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 may adopt 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 invalidate those 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 supreme body of the Company.

2) All decisions enacted by other bodies of the Company must be in accordance with the Articles of Association and the decisions of the Shareholders’ Assembly.

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Article 15Scope 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 and determine their

remuneration;7. Appoint and dismiss the Auditor of the Company; 8. Appoint and revoke the Liquidator of 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 16Representation

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 certified in 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 17Ordinary 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.

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2) At the request by the Board of Directors the Secretary of the Company shall make arrangements for the ordinary Shareholders’ Assembly.

3) The right to convene the Shareholders’ Assembly, besides the Board of Directors, shall have any shareholder that holds at least 5% of the share capital.

Article 18Extraordinary Shareholders’ Assembly

1) Extraordinary Shareholders’ Assembly is any Shareholders’ Assembly except the Ordinary Shareholders’ Assembly.

2) Extraordinary Shareholders’ Assembly shall be convened upon the request by the Board of Directors or shareholders having at least 5% of voting rights and in the event of:

1. change of business activities of the Company,2. changes in the share capital of the Company,3. replacement of the auditor before the expiration of the contracted period,4. replacement of a member of the Board of Directors before the expiration of the member’s

term of office,5. reconsidering severe losses of the Company,6. giving permission to the Company to repurchase shares, 7. reorganization, merger, voluntary liquidation or the submission of the proposal for the

initiation of the bankruptcy proceedings over the Company,8. request for Shareholders’ Assembly submitted by resigning Auditor,9. reduction in the number of members of the Board of Directors below the prescribed

minimum or to an even number, 10. when the net-asset value of the Company amounts to or is less than a half of the

Company’s share capital.

3) The Board of Directors may convene an Extraordinary Shareholders’ Assembly when they believe a certain issue should be discussed at the Shareholders’ Assembly.

Article 19Convocation Procedure

1) Shareholders’ Assembly is convened by a notice to attend announced in at least one daily printed newspaper published in Montenegro, two times and not later than 30 days prior to the Shareholders’ Assembly meeting. The notice to attend shall contain: place, date, and time of the Shareholders’ Assembly and the agenda with the information where to obtain the information about the agenda and materials for the Shareholders’ Assembly.

2) Exempt from this, in the event of the convocation of another extraordinary Shareholders’ Assembly the shareholders shall be notified not later than 10 days prior to the Shareholders’ Assembly. An extraordinary Shareholders’ Assembly may be convoked even without observing the deadlines prescribed by the Law and the Articles of Association if all shareholders with a voting right, i.e. their proxies agree.

Article 20Agenda of Shareholders’ Assembly

1) The Shareholders’ Assembly may not enact decisions on the issues not being on the agenda unless all shareholders having a voting right attend the Shareholders’ Assembly.

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2) Shareholders having at least 5% of the share capital of the Company shall have the right to request from the Board of Directors (in writing and specifying the reasons for doing so, accompanied with drafts of proposed resolutions) the expanding of the agenda of the Shareholders’ Assembly. The Board of Directors may not reject such a request if it has been submitted in writing to the head office of the Company’s management at the latest 15 days prior to the Shareholders’ Assembly.

3) Shareholders shall be notified on any alterations to the agenda not later than 10 days prior to the Shareholders’ Assembly and in the same manner as in the case of being notified about the Shareholders’ Assembly.

Article 21Organization – Chairing the Shareholders’ Assembly

1) The Shareholders’ Assembly is chaired by the Chief Executive Officer or by another person designated by a majority vote of present shareholders or proxies of the shareholders they represent.

2) A register of attendance of the shareholders or their proxies at the Shareholders’ Assembly shall be by signing the list of present members. The list of present members shall also indicate the number of votes by each shareholder. The Chairman of the Shareholders’ Assembly and the Secretary of the Company shall sign the list.

3) Shareholders or their proxies to attend the Shareholders’ Assembly are obliged to report to the Secretary of the Company not later than two hours before the Shareholders’ Assembly for the purpose of identification and record.

Article 22Quorum

1) The Shareholders’ Assembly may enact a valid decision if the present or represented shareholders or shareholders that voted in writing in advance have at least a half of the total number of votes with a voting right unless a different quorum is required by the Law or this Articles of Association. 2) If even 30 minutes after the time indicated in the notice to start the Shareholders’ Assembly there is no quorum referred to in paragraph 1 of this Article, another Shareholders’ Assembly with the same agenda shall be convened in the way and under the conditions specified by the Law.

Article 23Voting

1) Voting at the Shareholders’ Assembly is public and can be done through a ballot papers.

2) The Shareholders’ Assembly enacts decisions by a majority vote of the registered shares, except in the event when the enactment of a decision requires another majority.

Article 24

1) Each shareholder shall have one voting right for every share in his possession.

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2) In the case of appointing members of the Board of Directors the voting is by the cumulative system that gives any voting share the number of votes equal to the number of members of the Board of Directors determined in these Articles of Association.

3) A shareholder may give all his votes to one candidate or candidates by his own choice. In the process of voting for a candidate only the affirmative votes shall be counted.

4) If more candidates than needed for the Board of Directors are proposed, the candidates that had majority votes shall be elected members of the Board of Directors.

2. BOARD OF DIRECTORS

Article 25Number and Composition

1) The Board of Directors is the management and governance body of the Company managed by the Chairman of the Board.

2) The Board of Directors has five members.

3) The members of the Board of Directors can be appointed among the shareholders of the Company and employees of the Company or persons outside the Company.

4) Members of the Board of Directors may not be the employees and/or proxies of any other company performing the same or similar business activity or the activity that could be regarded as competitive or entrepreneurs performing such an activity.

5) Members of the Board of Directors as well as their family members may not make any commercial arrangements with the Company.

6) The Board of Directors appoints a Chairman from amongst its members.

Article 26Appointment of Members of the Board of Directors

1) The members of the Board of Directors are appointed by the Shareholders’ Assembly in the manner referred to in Article 25 paragraph 3 of this Articles of Association and the right to propose candidates for the members of the Board of Directors have the shareholders holding at least 5%of the share capital of the Company.

2) The shareholders are obliged to submit with the proposal the explanation and biographic and other relevant information on the candidate, as well as a written statement by the proposed person declaring the acceptance of the proposed nomination for the member of the Board of Directors.

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Article 27Qualifications for the Appointment

A member of the Board of Directors must be true expert of telecommunication industry, economics, or business management, with sound experience, business judgement and demonstrated high ethical standards, integrity who fulfils to the requirement of the Law.

Article 28Term of Office

1) Term of office of the members of the Board of Directors shall expire at the first ordinary annual Shareholders’ Assembly. A person who was a member of the Board of Directors can be reelected. Number of terms of office of a member of the Board of Directors shall not be limited.

2) In the case of resignation of a member of the Board of Directors or termination of his function in another manner, a new Board of Directors shall be elected.3) In cases referred to in paragraph 2) of this Article, the Board of Directors is obliged to convene an immediate Shareholders’ Assembly to elect the required number of members for the period until the expiration of the term of office of the original members of the Board of Directors. The remaining members of the Board of Directors shall perform their duties with regard to the activities that cannot suffer any delay until the appointment of new members of the Board of Directors.

Article 29Termination of the Membership of the Board of Directors

Membership of the Board of Directors shall terminate:1. with a resignation,2. expiration of the term of office if there has been no re-election,3. by dismissal before the expiration of the term of office,4. and in other circumstances foreseen by the Law.

Article 30Scope of Activities of the Board of Directors

1) The Board of Directors shall manage and carry out affairs of the Company and oversee the operation of the Company, which is entrusted with the Chief Executive Officer and to other persons responsible for management (management members).

2) The Board of Directors is authorized and responsible in particular, but not limited to:

1. Propose decisions for the Shareholders’ Assembly and execute its decisions;2. Enact internal regulations not to be enacted by the Shareholders’ Assembly;3. Propose to the Shareholders’ Assembly the financial statements and reports on the

operations of the Company;4. Propose a distribution of profits to the Shareholders’ Assembly;5. Appoint and dismiss, members of the Executive Management Board, if established, and the

Secretary of the Company and determine their remuneration;6. Determine the structure and the composition of the management and the administration of

the Company;7. Adopt a Business Plan and provide the Chief Executive Officer with guidelines for the

implementation of the Business Plan;

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8. Enact investment decisions; 9. Propose the Company` transformation into another form and on termination of the

Company;10. Approve the activities and the government of the operations of the Company;11. Decide on permanent business cooperation and association with other legal entities;12. Decide on granting and taking loans; determine the policy of granting and taking loans;

conclude credit transactions and securities for loans and credit transactions;13. Decide on investments with other domestic and foreign subjects; 14. Establishes Committees from its members and other persons (such as: Audit Committee;

Compensation Committee) and regulates their competences, structure and activities; 15. Enact the Rules on Procedure of the Board of Directors; 16. Adopts resolutions on establishing new companies, subsidiaries and disposing existing

shares in other companies and appoints the respective members of the corporate bodies of these companies, subsidiaries;

17. Approves the annual Business Plan and budgets of the Company and Strategic Plans;18. Decides on all other issues which are not under Shareholders’ Assembly’s exclusive

authority prescribed by the Law or this Articles of Association, as well as issues which are under competence of Chief Executive Officer and/or Executive Management Board, if established,in the event of such decision is required by the Chief Executive Officer, respectively Executive Management Board;

19. Gives prior consent to Chief Executive Officer and/or Executive Management Board, if established, on following:a. managing cash beyond defined policies related to cash management, not provided by the approved annual Business Plan in the event of such amount exceeds 0,5m EURb. conclusion of any contract or series of related contracts on term exceeds 10 years if it’s not approved by the annual Business Plan which values more than 0,5m EURc. concluding of any settlement in any litigation or arbitrage proceeding which include payment order which exceeds 0,5m EURd. appointment of director whose directly responsible to Chief Executive Officer or Executive Management Board, if established

e. any amendments or conclusion of the Collective Agreement or similar contract which regulate collective rights of employees

20. By the Rules of Procedure of the Board of Directors or by particular resolutions, the Board of Directors may define other issues and decisions for which execution Chief Executive Officer and/or Executive Management Board, if established, need prior consent of the Board of Directors.

21. Performs other activities determined by Law and this Articles of Associations.

3) The Board of directors shall be particularly authorized and responsible to enact decision on establishment of the Executive Management Board to entrust the company operations related to managing the Company, if estimate as appropriate.In the event of Board of Directors enact the decision on establishment of the Executive Management Board, it may entrust to the Executive Management Board to perform , among the others, the following:

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i. Managing the current operations of the Company in accordance with Rules of procedure of the Executive Management Board which are to be enacted by the Board of Directors in the event of Executive Management Board establishment

ii. Enactment of the general acts not enacted by the Board of Directors nor Shareholders’ Assembly

iii. Enactment of investment decisions in accordance with Rules of procedure of the Executive Management Board which are to be enacted by the Board of Directors in the event of Executive Management Board establishment

iv. Providing consent to the Chief Executive Officer’s decisions in accordance with the company internal acts

In the event of Board of Directors’ decision to establish the Executive Management Board , it will have 5 members the most. By the same decision the Board of directors shall determine the powers and authorities of the Executive Management Board as in accordance with this Articles of Associations and Law, number of members and their rights, obligations and authorities, procedure of election and revocation in compliance with the Law, period of appointment until 3 years the most while the Board of Directors shall by particular decision will manage the rights and the mode of work of the Executive Management Board.

4) The Board of Directors may entrust members of the Board of Directors, members of the Executive Management Board and/or the Executive Management Board itself, if established, or the Chief Executive Officer of the Company and/or members of the management directly responsible to Chief Executive Officer, respectively Executive management Board, if established, with some of the tasks within its scope of activities, in accordance with the Law.

Article 31Enactment of Decisions

1) The Board of Directors enacts decisions if more than half of the members are present.

2) The Board of Directors enacts decisions by a majority vote of the present members.

3) In the event of tie, the chairman shall have the casting vote.

3. AUDIT COMMITTEE

Article 32

1) The Audit Committee, established by the Board of Directors, shall comprise of minimum 3 (three) and maximum 5 (five) members, each of them financially literate. Only non-executive members of the Board of Directors and or independent persons, as defined by the Audit Committee’s rules of procedure, may be elected as members to the Audit Committee. At least one member of the Audit Committee must be a financial expert. A financial expert has education as accountant or auditor and has experience in understanding generally accepted accounting principles which define basic guidelines for accounting (GAAP) and financial statements and

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experience with internal accounting controls through working experience. Exact number of members of the Audit Committee is to be defined by separate resolution of the Board of Directors.

2) The Audit Committee’s Rules of Procedure, as approved by the Board of Directors, regulate its manner of operation and election of its members.

3) The primary objective of the Audit Committee is to assist the Board of Directors’ oversight of 1. the integrity of the Company’s financial statements, 2. the Company’s compliance with legal and regulatory requirements, 3. the independent auditor’s qualifications and independence, and 4. the performance of the Company’s internal audit function and independent auditors.

4. CHIEF EXECUTIVE OFFICER

Article 33

The Chief Executive Officer must be true expert of telecommunication industry, economics, or business management, with sound experience, business judgement, demonstrated high ethical standards and integrity who fulfils the requirements of the Law.

Article 34.Duties

1) The Chief Executive Officer implements the decisions of the Board of Directors with regard to the following:

1. The Company’s business activities,2. Management of the Company’s property,3. Opening accounts in banks,4. Employment of people in the Company,5. Issuing internal directives which are obligatory for all employees of the Company.

2) With regard to paragraph 1) of this Article the Chief Executive Officer shall:

1. Organize the working process in the Company,2. Be accountable and responsible for the legality of the Company’s activities within his/her

authorities,

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3. Propose to the Board of Directors and the Executive Management Board, if established, the measures for the improvement of business activities,

4. Act for and represent the Company,5. Decide on rights, liabilities, and obligations of employees in accordance with the Law, the

Collective Agreement, and the internal regulations of the Company,6. Decide on the disciplinary responsibility of employees,7. Form professional commissions and working groups and define their scope of activities and

working methods,8. Concluding contracts,9. Enacts act on systematization of working positions of the Company10. other duties specified in this Articles of Association, decisions of the Board of Directors

and the Executive Management Board, if established.

3) The Chief Executive Officer duties within his scope of activities perform independently in accordance with Articles of Association and Law, if Executive Management Board is not established. In the event of Executive Management Board establishment, the Chief Executive Officer shall perform duties within his scope of activities in accordance with this Articles of Association and Board of Directors’ decision.4) The Chief Executive Officer may transfer certain duties within his scope of activities to the members of the management of the Company directly responsible to Chief Executive Officer, respectively and/or Executive Management Board, if established,in accordance with the Law and/or decision by the Board of Directors.

Article 35Term of Office

The Chief Executive Officer is appointed for the period of three years with the possibility of being reappointed.

Article 36Dismissal of the Chief Executive Officer

1) The Chief Executive Officer may be relieved from duty before the expiration of his term of office in which case the Chief Executive Officer has the rights and responsibilities in accordance with the agreement concluded with the Board of Directors.

2) In the event that for any reason the Chief Executive Officer is prevented to perform his/her duties and the Executive Management Board is not established, the Board of Directors shall appoint person who shall replace Chief Executive Officer as acting Chief Executive Officer intil appointment of new Chief Executive Officer or seizure of the reasons for the preclusion from performing his/her duty.

5. SECRETARY OF THE COMPANY

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Article 37Scope of Activities

1) The Secretary of the Company is appointed by the Board of Directors for the period of five years.

2) The Secretary of the Company may be re-appointed, regardless of the number of mandates she/he previously had as Secretary of the Company.

3) The Secretary of the Company performs the activities stipulated by the Law, this Articles of Association and is responsible in particular, but not limited to:

1. organize the sessions of the Shareholders’ Assembly 2. organize records and documentation of the Company, 3. submit to the Central Register of the Business Entities the required documents and data.

4) The Secretary of the Company performs other activities assigned by the Board of Directors and Chief Executive Officer, respectively Executive Management Board, if established.

Article 38Qualification

1) A person to be appointed the Secretary of the Company shall, among the general requirements of the Law has the knowledge and experience for performing the duties of the Secretary of the Company.

6. AUDITORArticle 39

Appointment

1) The Auditor of the Company is appointed by the Shareholders’ Assembly with majority votes by the present shareholders upon the proposal by the Board of Directors for the period that cannot be shorter than three months or longer than one year.

2) The right to propose a candidate for the Auditor shall have all shareholders holding at least 5% of the share capital of the Company.

VIII REPRESENTATION AND SIGNING

Article 40Representation and signing

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1) The Company is represented by the Chief Executive Officer within his/her scope of duties defined by this Articles of Association and Rules of Procedure of Chief Executive Officer, as well as other internal acts. In the event of Executive Management Board establishment, the Company is always represented jointly by Chief Executive Officer and one member of the Executive Management Board.

2) The Board of Directors and Chief Executive Officer may issue a power of attorney, related to it scope of work, to any member of the Board of Directors or other employee of the Company for signing contracts, which content and level of undertaken obligations has been previously approved by them.

3) The signing of contracts, agreements and other legal documents on behalf of the Company whereby the Company undertakes certain obligations shall be performed jointly by two signatories as it is defined by the internal act which regulate exercising of signatory rights. According to the Board of Directors’ resolution related to business value more than 1(one) million EUR, the contract shall be signed by the Chairman of the Board of Directors and Chief Executive Officer.

IX INTERNAL REGULATIONS OF THE COMPANY

Article 41

1) The Company enacts internal regulations in accordance with the Law, provisions of this Articles of Association and decisions by the authorized bodies of the Company.

2) The Articles of Association is the highest act of the Company enacted by the Shareholders’ Assembly.

3) Other internal regulations of the Company must be in compliance with the Articles of Association of the Company.

4) Amendments to internal regulations are enacted in the manner and following the procedure for their enactment.

5) Any internal regulation of the Company is announced in a proper manner to provide employees of the Company to be met with its content.

6) An internal regulation comes into force not sooner than on the eighth day of its announcement. Exempt from this, when there are the reasons determined in the course of its enactment the internal regulation may come into force not sooner than on the date of its enactment, i.e. announcement.

X FINANCES AND DISTRIBUTION OF PROFITS

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Article 42Financial Statements

1) A financial year is a calendar year.

2) The Company is obliged to prepare the operating report of the Company during the financial year.

XI CONFIDENTIALITY

Article 43Obligation to Enact Internal Regulations

The internal regulation of the Company shall be enacted to specify in particular:

1. which documents and information shall be deemed confidential and whose revealing to any unauthorized person shall be contrary to the Company’s business activity and would have an adverse effect on the interest and the business reputation of the Company, and

2. what individuals shall be authorized to inform other persons on the contents of the documents and information that are deemed confidential for the Company.

Article 44Obligation to Keep Confidential Matters a Secret

1) Confidential matters shall be kept secret by the shareholders, members of the Board of Directors, members of the Executive Management Board, if established, other authorized persons and Company’s employees who, in any way, become acquainted with the contents of documents and information that are considered to be confidential.

2) The obligation of keeping a business secret shall not cease even after the persons referred to in paragraph 1) of this Article have lost their status on the basis of which they are responsible for keeping the confidential matters secret.

XII PROTECTION OF ENVIRONMENT

Article 45

1) A special act of the Company shall regulate the issue on the protection of environment with regard to the Company’s business activity.

2) The Board of Directors determines the means to be used to protect and improve the environment.

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XIII AMENDMENTS

Article 46Right to Initiate Amendments to the Articles of Association

1) Amendments to the Articles of Association are enacted in the same manner and following the same procedure as that specified for the enactment of the Articles of Association.

2) The right to initiate the amendments to the Articles of Association of the Company have the shareholders holding individually or jointly the shares that give more than 5% of the total number of votes and the Board of Directors.

3) Shareholders may exercise their right to initiate amendments by submitting to the Board of Directors the expounded proposal for the amendments to the Articles of Association. The appropriate provisions of this Articles of Association shall be applied in the further procedure.

4) When the Board of Directors independently initiates, it submits or present for inspection in the appropriate manner to all shareholders the expounded proposal of the amendments to the Articles of Association not later than 20 days prior to the Shareholders’ Assembly meeting at which the amendments shall be discussed.

XIV TRANSITIONAL AND CONCLUDING PROVISIONS

Article 47Original of the Articles of Association

The original Articles of Association shall be deemed the text of the Articles of Association adopted at the Shareholders’ Assembly with each and every page verified by the Chairman of the Shareholders’ Assembly that has enacted and signed it.

Article 48Coming into Force

Articles of Association shall come into effect on the eighth day of its enactment i.e. announcement on Notice Board of Crnogorski Telekom a.d. and shall be registered at the Central Register of Business Entities in Podgorica.

CHAIRMAN

OF THE

SHAREHOLDERS’ ASSEMBLY

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