() termination, and/ or effecting of any amendment to the terms of any of the Joint Venture where
such amendment may have an adverse impact on the interests of the Investors and/or the
Company; and

(s) any material changes to or deviations from the Approved Business Plan.

Board supermajority requirements

103.

The Board shall not and the Company and Sponsors shall ensure that the board of directors of each of its
Subsidiaries shall not, without the unanimous approval of all the Directors, including the Investor
Directors and the Independent Director, if appointed, (in case of the Company) and all the directors on
the board of directors, (in case of the Subsidiaries) present at a quorate meeting of the Company or
Subsidiaries, as the case may be, directly or indirectly declare, authorize or make any Distribution in
relation to any shares or Share Equivalents of the Company or (shares or share equivalents of any
Subsidiary) inconsistent with the applicable Charter, other than reductions of capital or repurchases of
shares or Share Equivalents of the Company or (shares or share equivalents of any Subsidiary) issued to
or held by employees, officers, directors or consultants (other than the Sponsors or a Related Party) of
the Company or its Subsidiaries pursuant to any employee stock plan, upon termination of their
employment at a price not greater than the fair market value.

Corporate Governance Improvement Plan

104.

The Company, SM and the Sponsors shall cause the proper and timely implementation of the Corporate
Governance Improvement Plan. The Sponsors shall oversee the implementation of the Corporate
Governance Improvement Plan. The Board of Directors shall periodically, consistent with the deadlines
set forth in the Corporate Governance Improvement Plan, provide written reports to the Investors on the
progress of implementation of the Corporate Governance Improvement Plan and any delays in
implementation or deviations from the agreed Corporate Governance Improvement Plan.

Entitlement to Special Rights

105.

The entitlement of each of Investors or as the case may be the Investor Third Party Transferee to Special
Rights shall be subject to Articles 17 (Transfer of Special Rights), 18 (Cessation of Special Rights), and
60 (Term and Termination) of these Articles.

General Reporting Covenants

106.

(a). The Company shall furnish to the Investors the following information

@ within 90 (ninety) days after the end of each Financial Year, annual financial
statements (a balance sheet as of the end of such Financial Year and the related
statements of income, shareholders' equity and cash flows for the Financial Year then
ended) for the Company on a consolidated and an unconsolidated basis and for each of
its Subsidiaries, audited in accordance with the Accounting Standards and certified by
the Auditors, or as the case may be the auditors of the Subsidiaries concerned, along
with a consolidating statement prepared by the Auditors, and a copy of all management
letters delivered by the Auditors;

(ii) within 45 (forty-five) days after the end of each quarter of each Financial Year,
unaudited quarterly financial statements (a balance sheet as of the end of such quarter
and the related statements of income, shareholders' equity and cash flows for the
quarter then ended) for the Company and each of its Subsidiaries, on an unconsolidated
basis, prepared in accordance with the Accounting Standards;

(iii) no later than 45 (forty-five) days before commencement of each Financial Year, the

proposed Business Plan, and following the approval of the same by the Board, the
Approved Business Plan;

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