Articles of Association

NAME AND DOMICILIE | ARTICLE 1

 

1. This limited liability company bear the name: PT ASTRA GRAPHIA Tbk (hereinafter referred as the Company), domiciled in Central Jakarta.

2. The Company may open any branch or representative office in other places either within or outside the territory of the Republic Indonesia, as may be determined by the Board of Directors with the approval of the Board of Commissioners.

 

DURATION OF THE EXISTANCE OF THE COMPANY | ARTICLE 2

 

This Company was established for an indefinite period as of 31 (thirty-first) October 1975 (one thousand nine hundred and seventy-five) and obtain legal entity status by the Minister of Justice of the Republic of Indonesia on 12 (twelve) February 1976 (one thousand nine hundred and seventy-six) Number: Y.A.5/33/14.

 

OBJECTIVES, PURPOSES AND BUSINESS ACTIVITIES | ARTICLE 3

 

1. The objectives and purposes of the Company are:

  • To conduct businesses in the field of trade;
  • To conduct businesses in the field of Services and Consulting;
  • To conduct businesses in the field of contractor;
  • To conduct businesses in the field of Industry.

2. In order to achieve the objectives and purposes referred to above, the Company may exercise the following business activities:

  • To carry on business in the field of general trading, including export, import, local and inter islands trading activities, among others engage in trading electronic goods for industries, offices and home, information technology equipments both hardware and software, as well as daily consumer goods, acting as wholesalers, agents, distributors, representative offices, retailers, suppliers, franchisees and broker of other companies and/or legal entities, domestic or abroad.
  • To engage in providing services in consultancy, planning and implementing as well as rent of equipments of information technology, document and telecommunication, including maintenance and repair.
  • To conduct as contractor office equiments and machines, information technology, telecommunication and their complementary facilities and supports.
  • To engage in industry of manufacture and general assembly, including but not limited to industrial sectors of electronics, office equipment, information technology, telecommunication, leather products, footwear and apparel, repair, and overhaul equipment office and computing machinery, hardware and software information technology and telecommunications equipment.

 

CAPITAL | ARTICLE 4

 

1. The authorized capital of the Company is amounted to Rp.250,000,000,000,- (two hundred and fifty billion Rupiah), divided into 2.500.000.000 (two billion and five hundred million) shares, each share having a nominal value of Rp.100,- (one hundred Rupiah).

2. Out of such authorized capital, 1,348,780,500 (one billion three hundred and forty eight million seven hundred eighty thousand five hundred) shares, with a total nominal value of Rp.134,878,050,000,- (one hundred and thirty four billion, eight hundred and seventy eight million fifty thousand Rupiah), have been subscribed and fully paid by the shareholders whose names are listed in the Register of Shareholdes.

3. Shares in portfolio will be issued by the Board of Directors subject to the Company’s capital needs at a time, price and terms determined by the Board of Directors meeting and with the approval of General Meeting of Shareholders (hereinafter referred to as GMS) with due observance to the provisions of the Articles of Association and the prevailing laws and regulations on the Capital Market as well as the rules of the Stock Exchange where the Company's shares are registered, provided that the price of the new issued shares are not less than the nominal value.

4. Unless determined in paragraph 7 of this Article 4, if any share in portofolio to be issued by way of limited public offering with pre-emptive right (hereinafter referred to as the “Limited Public Offering”), to the shareholders, then all shareholders whose names are listed in the Register of Shareholders on the date as determined by the Board of Directors based on the resolutions of the GMS which approved the Limited Public Offering, shall have the pre-emptive right upon those shares to be issued (hereinafter referred to as the “Pre-emptive Right/Hak Memesan Efek Terlebih Dahulu” or “HMETD”) proportionally to the number of shares owned by them.

HMETD shall be tradeable and transferable to other parties, subject to the provisions of the Articles of Association and the prevailing Capital Market regulations.

The Board of Directors must announce the resolutions to issue shares through limited public offering, subject to the prevailing laws in at least 1 (one) Indonesian language daily newspaper widely circulated in the territory of the Republic of Indonesia in accordance with the consideration of the Board of Directors.

The shareholders or the HMETD holders shall be entitled to purchase proposed shares to be issued pursuant to the Pre-emptive Right they respectively own at such time and on conditions as determined by the GMS as set forth in paragraph 3 of this article 4.

If within the specific period as stated in the resolutions of the GMS above, the shareholders or the HMETD holders do not exercise their rights upon the offering shares according to the number of HMETD they respective own, by making the full payment in cash to the Company for those offered shares, such remaining shares must be allocated to other shareholders or HMETD holders that wish to purchase shares beyond its HMETD portion, each in proportion to the number of HMETD portion they respectively own, subject to the provisions of the Articles of Association, prevailing Capital Market regulations and Stock Exchange regulations where the Company’s shares are listed.

In the event after such allocation, there are remaining shares:

i. If the increase of the Company’s capital by way of Limited Public Offering is conducted without specifying its maximum amount and without guarantee from any stand-by purchaser, such remaining shares which are not subscribed for shall not be issued and remain in the portofolio;

ii. If the increase of the Company’s capital by way of Limited Public Offering is conducted with specific amount and with guarantee from the stand-by purchaser, such remaining shares must be allocated to certain parties acting as stand-by purchaser, such remaining shares must be allocated to certain parties acting as stand-by purchaser, such remaining shares must be allocated to certain parties acting as stand-by purchaser in such Limited Public Offering, which have expressed their intention to purchase such remaining shares, at the price and on condition which are not more favorable than those of specified in such resolutions of the GMS of shareholders mentioned; as such with due observance of the provisions of the Articles of Association and the prevailing Capital Market regulations.

5. The provision of paragraphs 3 and 4 above shall apply mutatis mutandis in the event that the Company intends to issue convertible bonds, warrants or any other similiar convertible securities that may affect the shareholding composition of the Company, one and the other way subject to the prevailing Capital Market regulations and without perjudice to any permits from the authorities to the extent it is required under the prevailing laws.

6. If the shares in portfolio to be issued by the Company to the holders of convertible bonds, warrants or other convertible securities (hereinafter referred to as Equity) which have been issued by the Company pursuant to the approval of the AGM, the Board of Directors is authorized to perform the issuance of shares without rights to the existing shareholders at the time to buy in advance of the shares to be issued, one and the other way subject to the provisions of the Articles of Association and the prevailing Capital Market regulations

7. Board of Directors have authority to issue share, the convertible bonds, warrants, or any other similiar convertible securites with private placement or Limited Public Offering (second, third, and so on) according to the resolutions of GMS, without HMETD to the shareholders with respect to the issue of such shares

a. For the Company’s employees;

b. For the holders of bonds or any other convertible securities issued based on the approval of the Extraordinary General Meeting of Shareholders;

c. Conducted in the course of reorganization and or restructuring which is approved by the General Meeting of Shareholders; and/or

d. Conducted pursuant to the Capital Market regulations that allow the increase of capital without HMETD.

Equity Securities issued by the Company may be sold to any parties and also with the price, amount, duration, and conditions prescribed by the Meeting of the Board of Directors and by resolution of the EGM of the Company subject to the prevailing regulations.

8. In the event the increase of the issued capital related to the increase of the authorized capital of the Company, the provision in paragraphs 3, 4, 5, 6 and 7 of this article 4 shall apply mutatis mutandis to the share issuance caused by such increase of the authorized capital.

9. The increase of authorized capital that causes the issued and paid up capital to become less than 25% (twenty five percent) of the authorized capital is allowed be conducted to the extent:

a. It has obtained the resolutions of General Meeting of Shareholders to increase the authorized capital

b. Amendment of the Article of Association related to the increase of the authorized capital has obtained the approval from the Minister of Laws and Human Rights

c. The increase of issued/paid up capital to become at least 25% (twenty five percent) of the authorized capital must be conducted at the latest within 6 (six) months after the approval from the Minister of Laws and Human Rights as set forth in point b of this paragraph.

d. In the event of the increase of paid up capital as set forth in point c of this paragraph has not been completely fulfilled, the Company must re-amend its article of associations within a period of 2 (two) months after the period referred to paragraph c of this paragraph is not fulfilled.

SHARES | ARTICLE 5

 

1. All shares issued by the Company are shares bearing and issued under the name of its owner registered in the Shareholders Register of the company.

2. The Company only recognizes an individual or 1 (one) legal entity as the owner of 1 (one) share, i.e. an individual whose or a legal entity which is registered in the Shareholders Register of the Company.

3. If 1 (one) or more share(s) for whatsoever reason becomes the property of several persons, such persons who have joint-ownership are obligated to designate in writing one person amongst them or another person or another person as their joint attorney and only the name of such person so appointed or authorised shall be entered in the Shareholders Register of the Company and this person shall be considered as the only lawful holder of the share(s) concerned and entitled to exercise and utilise all the rights conferred by law upon such share(s)

4. To the extent the provisions stipulated in paragraph 3 above has not been complied with, then said Shareholders are not allowed to cast vote in a GMS, and dividend payment for such share(s) shall be suspended.

5. A shareholder shall by law, under the law, abide to the Articles of Association and all the resolutions validity adopted in a GMS and the applicable regulations.

6. For Company’s shares registered in the Stock Exchange, the rules of the Stock Exchange where the shares are registered shall be applicable.

SHARE CERTIFICATES | ARTICLE 6

 

1. The Company may issue a share certificate.

2. If a share certificate is issued, then for each share one certificate shall be given

3. A collective share certificate may be issued as evidence of ownership of 2 (two) or more shares held by one shareholder.

4. The share certificate shall at least indicate the following items:

a. Name and address of the shareholder;
b. Number of shares certificate;
c. Number of the shares
d. Amount of the shares;
e. Nominal value of the shares; and
f. Date of issuance of the share certificate.

5. The collective share certificate shall at least indicate the following items:

a. Name and address of the shareholder;
b. Number of the collective share certificate;
c. Number of the shares;
d. Amount of the shares;
e. Nominal value of the shares; and
f. Date of issuance of the collective share certificate.

6. Share certificate and collective share certificate shall be printed in accordance with the prevailing Capital Market regulations and signed by the authorised Board of Directors to represent the Board of Directors or said signature(s) shall be directly printed on the related share certificate or collective share certificate.

7. The provision of paragraph 6 above shall be mutatis mutandis applicable to printing and signing of convertible bond, warrant or other similar Equity Linked Securities

8. For shares administered by Collective Custody at Custody and Settlement Institution or Custodian Bank (particularly for collective investment contract), may be issued in the form of certificate or written confirmation signed by the member(s) of the Board of Directors or such signature(s) shall be directly printed on said certificate or said written confirmation.

9. A written confirmation of shares issued by the Board of Directors kept in the Collective Custody shall at least indicate the following information:

a. Name and address of the Custody and Settlement Institution or Custodian Bank administering such Collective Custody;
b. Date of issuance of the written confirmation;
c. Number of shares mentioned in the written confirmation;
d. Amount of nominal value of the shares mentioned
e. The provision that each share with the same class in the Collective Depository shall be equal and exchangeable one to another.

 

REPLACEMENT FOR SHARE CERTIFICATE | ARTICLE 7

 

1. If a share certificate is damaged, then the replacement of said shares may be made if:

a. The party requesting such share replacement is the owner of the share certificate;
b. The Company has received the damaged share certificate;
c. The Company shall be obligated to dispose the damaged share certificate after issuing the replacement share certificate

2. If a share certificate is lost, the replacement of such lost certificate can be made if:

a. The Company has received a reporting document from the Police of the Republic Indonesia regarding the lost of said share certificate;
b. The party requesting replacement of share certificate is the owner of said share certificate
c. The party requesting share certificate replacement has provided guarantees deemed sufficient by the Board of Directors of the Company; and
d. Plan to issue replacement of the lost share certificate had been announced in the Stock Exchange where the shares of the Company are registered within at the latest 14 (fourteen) days prior to the issuance of the share certificate replacement.

3. Expenses incurred for the issuance of a replacement for share certificate shall be borne by the respective shareholder.

4. The issuance of a replacement for share certificate according to this article, the original share certificate shall be null and void.

5. The provisions of this article 7 shall be applicable mutatis mutandis to the issue of replacement for collective shares certificate or substitute of Confirmation of Registration Share

 

SHAREHOLDERS REGISTER AND SPECIAL REGISTER | ARTICLE 8

 

1. Board of Directors of the Company shall keep and maintain a Shareholders Register and a Special Register at the Company’s domicile

2. The Shareholders Register shall contain:

a. name and address of the shareholders;
b. amount, number and date of acquisition of share certificate or collective share certificate owned by the shareholders;
c. amount paid for each share;
d. name and address of individual or legal entity holding a pledge on the share or fiducia recipient of the shares and the date of acquisition of such pledge or registration of the fiducia;
e. statement concerning the payment of shares in a form other than cash; and
f. other information deemed necessary by the Board of Directors and/or mandatory by the prevailing laws

3. The Special Register shall contain information on ownership of shares by the members of the Board of Directors and the Board of Commissioners including their families in the Company and/or in other companies and the date of acquiring the shares.

4. The Shareholders shall have to notify every change of their address by Letter to the Board of Directors of the Company. As long as such notification has not been made, then all summons and notification to the shareholders shall be valid if addressed to the latest address of the shareholders registered in the Shareholders Register

5. The Board of Directors shall be obliged to properly keep and maintain the Shareholders Register and the Special Register.

6. Registration and/or changes in the Register of Shareholders must be approved by the Board of Directors and evidenced by signing of the recording of the change in the Register of Shareholders by the members of the Board of Directors who are authorised to represent the Board of Directors

7. Upon request from the relevant shareholder or the pledgee or as the fiduciary receiver, a pledge or fiduciary of share(s) shall be recorded in the Register of Shareholders in a manner determined by the Board of Directors based on satisfactory evidence acceptable by the Board of Directors with respect to the relevant pledge or fiduciary of share(s). The acknowledgement of pledge of share(s) by the Company as required under article 1153 of the Indonesian Civil Code shall only be proven through the annotation of the pledge in the Register of Shareholders.

8. Each registration or annotation in the Register of Shareholders, including the annotation pertaining to any sale, transfer or cessie with respect to the shares or rights or interest upon shares shall be performed in accordance with the provisions of the Articles of Association and for shares registered on the Stock Exchange in Indonesia in compliance with the prevailing Capital Market regulations.

9. Each shareholder shall be entitled to access the Register of Shareholders and the Special Register relating to the related shareholder during the business hours of the Company.

 

COLLECTIVE CUSTODY | ARTICLE 9

 

1. Shares in the Collective Custody at Custody and Settlement Institution are registered in the Register of Shareholders of the Company under the name of the Custody and Settlement Institution for the interest of the account holder at the Custody and Settlement Institution

2. Shares in the Collective Custody at Custodian Bank or Securities Company registered in the Shares/Securities account at the Custody and Settlement Institution shall be registered at the name of the pertinent Custodian Bank or Security Company for the interest of the account holder at the said Custodian Bank or Securities Company.

3. If the shares in the Collective Custody at the Custodian Bank are part of the Shares/Securites portofolio of mutual funds in the form of collective investment contract and are not included in the Collective Custody of the Custody of the Custody and Settlement Institution, then the Company shall register said shares in the Shareholders Register on behalf of the Custodian Bank for the interest of all holders of Particapating Unit of said mutual funds in a form of said collective investment contract.

4. The Company shall have to issue a certificate or a written confirmation to the Custody and Settlement Institution or the Custodian Bank (particularly for collective investment contract) as evidance of registration in the Register of Shareholders of the Company.

5. The Company must transfer the shares in the Collective Custody registered under the name of the Custody and Settlement Institution or Custodian Bank (particularly for collective investment contract) in the Register of Shareholders of the Company to become on behalf of a party designated by the Custody and Settlement Institution or the concerned Custodian Bank.
The request for transfer by Custody and Settlement Institution or Custodian bank shall be submitted in writing to the Company or the Securities Adminstrative Berau appointed by the Company.

6. The Custody and Settlement Institution, Custodian Bank or Securities Company, must issue a confirmation to the account holder evidending registration in the securties account.

7. In the Collective Custody, each share issued by the Company of the same type and classification are equal and is interchangeable amongst one another.

8. The Company shall have to decline recording a transfer of share in the Collective Custody, if the share certificate was lost or destroyed, unless the shareholder requesting said transfer can furnish adequate evidence and or sufficiant guarantee that he/she is actually the shareholder and said share certificate was really lost or destroyed.

9. The Company shall have to decline to record transfer of share to the Collective Custody, if the share is being pledge, is under consifaction under a court order or is under consifaction due to a criminal investigation.

10. A share/Securities account holder whose share is registered in the Collective Custody at Custody and Settlement Institution Custodian Bank or Securites Company is entitled to vote in the GMS, in accordance with the share owned by him/her registered in such account. Securities account holders entitled to vote in the GMS are those whose names are registered as Security Account Holder at the Custodian Bank or Securites Company on the date at the latest 1 (one) working day prior to the notice of GMS.

11. Custodian Bank and Securities Company shall have to submit a list of the names of the securities account holders including the number of the shares of the Company owned by each account to the Custody and Settlement Institution to be further submitted to the Company at the latest 1 (one) working day prior to notification of the GMS to be registered in the Shareholders Register speciafically prepared for the GMS.

12. The Investment Manager has the right to attend and vote in the GMS representing the shares kept included in the Collective Custody of the Custodian Bank which is part of mutual funds portfolio in the form of collective investment contract and is not administrated in the Collective Custody of the Custody and Settlement Institution, provided that said Custodian Bank has have to submit the name of the Investment Manager at the latest 1 (one) working day prior to the date of the GMS.

13. The Company shall distribute dividends, bonus shares or other rights relating to the share ownership in the Collective Custody to Custody and Settlement Institution and thereafter the Custody and Settlement Instrument shall distribute those dividends, bonus shares or other rights to the Custodian Bank and to Securities Company registered as the account holder at the Custody and Settlement Institution for further distribution to the account holders at Custodian Bank or Securities Company

14. The Company shall distribute dividens, bonus shares or other rights relating to the share ownership to Custodian Bank over the shares in the Collective Custody which is part of shares portfolio of mutual funds in the form of collective investment contract and not included in the Collective Custody at the Custody and Settlement Institution.

15. The cut-off time to determine whether the securities account holder is entitled to receive dividend, bonus shares or other rights relating to the share ownership in the share ownership in the Collective Custody as stipulated in paragraph 14 is determined by the resolution a GMS, provided that the Custody Bank and Securities Company have to submit a list of the names of the securities account holder and the number of the Company’s share owned by each of said securities account holder to Custody and Settlement Institution which shall then submit it to the Company at the latest 1 (one) working day after the date of GMS to determine the shareholders entitled to receive such dividend, bonus shares and other rights.

 

TRANSFER OF RIGHT ON A SHARE | ARTICLE 10

 

1. In the event there is a change of ownership over a share, the original owner registered in the Register of Shareholders shall be deemed to remain the holder of such share until the name of the new owner has been entered into the Register of Shareholders of the Company, in any event, without prejudice to the approval of the authorised authorities, the prevailing regulations, and the rules of the Indonesian Stock Excahange where the shares of the Company are registered.

2. The transfer of right on a share must be based on a share transfer deed signed by the trasnferor and transferee or their authorised representatives.

3. The share transfer deed as stipulated in paragraph 2 of this article shall be in the form specified and/or approved by the Board of Directors and a duplicate thereof shall be submitted to the Company, provided that the form and manner of transfer of right on a share registered in the Stock Exchange has to be in accordance with the prevailing regulations of the Stock Exchange where such shares are registered.

4. The transfer of right on a share registered in the Collective Custody shall be performed through overbooking from one securities account to the other securities account in the Custody and Settlement Institution, Custody Bank and Securities Company.

5. The transfer of right on shares is permitted only after all of the provisions of the Articles of Association have been complied with.

6. The transfer of right is registered in the related Register of Shareholders and in the share certificate, said registration has to be signed by the members of the Board of Directors or their authorised representatives.

7. The Board of Directors by assigning a reason thereof, is entitled to decline to register any transfer of shares in the Register of Shareholders if the procedures required by the Board of Directors are not complied with or if one the requirements in the share transfer is not fulfilled.

8. If the Board of Directors refuses to register any transfer of shares, then the Board of Directors has to send a notice of such refusal to the party intending to transfer his/her rights within 30 (thirty) calender days afer the receipt date of such registration request by the Board of Directors.

9. As for the Company shares registered in the Stock Exchange, each refusal to register the transfer of right of such shares shall have to be pursuant to prevailing Capital Market regulations.

10. The Shareholders Register has to be closed by the end of the last working day of the Stock Exchange prior to advertising the notice of the GMS, to determine the names of the shareholders entitled to attend said GMS.

11. Any party becoming entitled to a share due to the decease of a shareholder or due to any other cause of which the owner of a share by operation of law changes, upon presentation evidance of right of ownership as from time to time required by the Board of Directors, may apply in writing to be registered as a Shareholder. The registration shall only be made if the Board of Directors received such evidance of ownership, without prejudice to provisions in the Articles of Association

12. Any restriction, prohibitions and regulations stipulated in the Articles of Association regulating the right to transfer a right on a share and registration of the transfer of right on a share shall be mutatis mutandis applicable to all transfers of rights under the provision of paragraph 11 this Article.

GENERAL MEETING OF SHAREHOLDERS | ARTICLE 11

 

1. The GMS of the Company are:

a. Annual GMS, as stipulated in Article 12 of this Articles of Association;
b. Other GMS which in the Articles of Associaton shall be referred to as Extraordinary GMS i.e. GMS convened at any time required whenver it is need as stipulated in Article 13 of this articles of association.

2. The term GMS in this Articles of Association shall mean both the Annual and the Extraordinary GMS, unless expressly otherwise stated

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS | ARTICLE 12

 

1. The Annual GMS shall be convened every year, not later than 6 (six) months after the book year of the Company is closed.

2. At the Annual GMS shall be discussed the following agenda:

a. Approval of the Annual Report as well as ratification of the Annual Financial Statement of the Company.
b. To be resolved proposal of the appropriation of net profits.
c. To be appointed the public accountant.
d. Appointment of the members of the Board of Directors and the Board of Commissioners of the Company (if necessary).
e. Might be resolved other matters as may be properly brought up in the Meeting in accordance with the Articles of Association.

3. The approval of the Annual Report and the ratification of the Financial Statement by the annual GMS shall constitute a full release and discharge to the members of the Board of Directors and Board of Commissioners on their management and supervision duties carried out during the previous book year, to the extent that such actions are reflected in the Annual Report and Annual Financial Statement.

4. In the event that the Board of Directors or Board of Commissioners fails to convene the Annual GMS on the specified time, then 1 (one) or more shareholders jointly representing 1/10 (one tenth) of the total shares with valid voting rights shall be entitled to call the Annual GMS at the expense of the Company after obtaining a permit from the authorised institution in accordance with the regulations having the force of law.

 

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS | ARTICLE 13

 

1. The Board of Directors or the Board of Commissioners is entitled to convene an extraordinary GMS.

2. The Board of Directors is obliged to assemble and convene an extraordinary GMS upon the written request by the Board of Commissioners or from 1 (one) or more shareholders representing jointly 1/10 (one-tenth) of the total shares with valid voting rights.
The written request shall be submitted by stating the matters to be discussed the reasons thereof.

3. The Board of Directors is obliged to make an announcement of AGM to the shareholders not later than 15 (fifteen) days or with regard to the legal provisions in force as from the date of request of the AGM accepted by the Board of Directors. If the Boards of Directors fails to announce the GMS after the lapse of the period, then the shareholders can resubmit the request of the request of GMS to the Board of Commissioners.

Board of Commissioners is obliged to make an announcement of AGM to the shareholders not later than 15 (fifteen) days or with regard to the legal provisions in force as from the date of request of the AGM accepted by the Board of Commisiioners.

The written request must be submitted recorded by mentions things that are to be discussed along with the reasons. When Board of Commissioners neglect to perform announcement or call Extraordinary GMS after the passage of time as defined in the legislation as from the letter of request accepted by him/her, then the relevant Shareholder who signed the request is entitled to call itself the Extraordinary General Meeting at the expense of the Company after obtaining permission from Chairman of the district court whose jurisdiction covers the domicile of the Company.

4. The implementation of General Meeting of Shareholders as set forth in paragraph 3 shall be subject to the decision of the Head of the District Court giving such permit

 

PLACE AND NOTICE OF THE GENERAL MEETING OF SHAREHOLDERS | ARTICLE 14

 

1. The GMS shall be convened at the domicile of the Company or at the place of main business activities of the Company or at capital of the province of the domicile or place of main business activities or at the province of the Stock Exchange where the shares of the Company are registered.

2. At least 14 (fourteen) calender days prior to the notification of the GMS, excluding the dates of the announcement and notification, the party entitled to call shall obligated to announce to the shareholders by advertising in at least 1 (one) Indonesian daily newspaper with national circulation, the website of Stock Exchange and the website of the Company that GMS shall be convened, without prejudice to the provisions of the Articles of Association

3. The notice of GMS shall be sent to each shareholder by advertising in at least 1 (one) Indonesian daily newspaper with national circulation, the website of Stock Exchange and the website of the Company.

Notice of the GMS shall be at least 2 (twenty one) calender days prior to said GMS, excluding the date of the notice and the date of the GMS.

4. The notice of the GMS shall state the day, date, time, place and the agenda of the Meeting accompanied with announcement that the materials to be discussed in the Meeting are available at the office of the Company from the date of the notice until the date of the GMS.
The notice of the Annual GMS shall also state that the annual report as stipulated in Article 23 paragraph 3 is available at the office of the Company and that copies of the balance sheet and profit and loss statement for the recent book year may be obtained from the Company after submitting a written request by the Shareholders.

5. Proposal(s) by shareholder(s) shall be included in the agenda of the GMS, if:

a. The proposal(s) concerned has been submitted in writing to the Board of Directors by 1 (one) or more shareholder(s) representing at least 1/20 (one-twenty) of the total shares with valid voting rights issued by the Company;
b. The proposal(s) are received by the Board of Directors at least 7 (seven) calander days before the notice of meeting is issued; and
c. The proposal(s) meeting agenda must be made in good faith, considering the interest of the Company, include reasons and materials proposal(s) meeting agenda item, and does not conflict with laws and regulations.

 

THE CHAIRPERSON AND MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS | ARTICLE 15

 

1. Unless otherwise provided under these articles of association, the GMS shall be presided over by President Commissioner. In the event that the President Commissioner is absent or not available due to whatever reasons of which impediment no evidence to third parties shall be required, then the Meeting shall be presided by the Vice President Commissioner.

In the event that the Vice President Commissioner is absent or not available due to whatever reasons of which impediment no evidence to other parties shall be required, the Meeting shall be presided by 1 (one) of the members of the Board of Commissioners.

In the event that all members of the Board of Commissioners are absent or not available due to whatever reason of which impediment no evidence to whatever reason of which impediment no evidence to third parties shall be required, then the Meeting shall be presided by the President Director.
In the event that the President Director is absent or not available due to whatever reason of which impediment no evidence to third parties shall be required, then the Meeting shall be presided by the Vice President Director

In the event the Vice President Director is absent or not available due to whatever reason of which impediment no evidence to third parties shall be required, then the Meeting shall be presided by 1 (one) of the Members of the Board of Directors.

In the event that all members of the Board of Directors are absent or not available due to whatever reason of which impediment no evidence to third parties shall be required, then the Meeting shall be presided by the Shareholders present in the GMS designated from and by participants of the GMS.

2. In the event that the President Commissioner has a conflict of interst over matters to be resolved in the GMS, then the GMS shall be presided by other member of the Board of Commissioners not having a conflict of interest.

If all members of the Board of Commissioners have a conflict of interest, then the General Meeting of Shareholders shall be presided by the President Director
In the event that the President Director has a conflict of interest over matters to be resolved in the GMS, then the GMS shall be presided by other member of the If all members of the Board of Directors have a conflict of interest, then the GMS shall be presided by one of the independent shareholders designated by the other shareholders present in the GMS.

3. The Chairman of the Meeting is entitled to request to those present in the Meeting to prove their rights in attending the related GMS.

4. Of all matters discussed and resolved in the GMS a minute of GMS shall be drawn up. Such minute of GMS shall have to be drawn up by a person present and designated by the Chairman of the GMS, which has to be signed by the Chairman of the Meeting and 1 (one) Shareholder or a proxy of a Shareholder present in the GMS, who was designated for that purpose by the GMS, to verify the completness and accuracy of the minutes of GMS of Shareholders.
Such minutes of GMS shall serve as valid evidance for all Shareholders and third parties and over all resolutions adopted in the Meeting and on the matters occured in the GMS

5. The signatures stipulated in paragraph 4 of this article shall not be required if the minutes of meeting is drawn up by a Notary.

 

QUORUM, VOTING RIGHT AND RESOLUTION | ARTICLE 16

 

1. a. A General Meeting of Shareholders may be convened if attended by the
Shareholders representing more than 1/2 half (half) of the total shares with valid voting rights issued by the Company unless otherwise stipulated in this Articles of Association.

b. If the quorum stipulated in paragraph 1.a. is not reached, then a notice for a second General Meeting of Shareholders may be sent out, without being preceded by the issuance of an announcement of a General Meeting of Shareholders

c. The notice stipulated in paragraph 1.b shall be sent at the latest 7 (seven) calender days prior to the date of the second General Meeting of Shareholders, excluding the date of the notice and the date of the General Meeting of Shareholders, explaining that a first General Meeting of Shareholders had been convened but the quorum was not reached

d. The second General Meeting of Shareholders shall be convened at the earliest 10 (ten) calender days and at the latest 21 (twenty one) calender days from the date of the first General Meeting of Shareholders with the same requirements and agenda as required for the first General Meeting of Shareholders, except in relation to the requirement of the notice of the General Meeting of Shareholders as stipulated in paragraph 1.c above and quorum requirements as stipulated in paragraph 1.e below.

e. The Second Meeting is valid and is entitled to adopt binding resolutions if attended by the Shareholders representating at least 1/3 (one-third) of the total shares with valid voting rights issued by the Company.

f. In the event the quorum for the second General Meeting of Shareholders is not reached, then upon request by the Company quorum for third vote cast for a resolution, notice, and time to convene the General Meeting of Shareholders shall determined by the Chairman of the competent authorities in the capital market.

As such, without prejudice to the quorum requirement of the General Meeting of Shareholders determined by the prevailing Capital Market regulations including quorum of a General Meeting of Shareholders to approve conflict of interest of certain transactions.

2. A shareholder may be representated by another shareholder or other person by virtue of a power of attorney.
The power of attorney shall be made and signed in a form as determined by the Board of Directors of the Company, without prejudice to the stipulations of the prevailing Laws and Regulations applicable to civil evidance and has to be submitted to the Board of Directors at least 3 (three) working days prior to the relevant General Meeting of Shareholders.

3. The Chariman of the Meeting is entitled to request that the power of attorney representating a Shareholder be shown to him/her in the General Meeting of Shareholders

4. In each Meeting each share shall grant to its owner the right to cast 1 (one) vote.

5. The members of the Board of Directors, the Board of Commisssioners and employees of the Company may act as proxies in the General Meeting of Shareholders, however the vote cast by them in the General Meeting of Shareholders shall not be counted in the voting.

6. Voting with respect to persons shall be executed by folded unsigned ballot and voting relating to other matters shall be executed verbally, except if the Chairman of the General Meeting of Shareholders decided otherwise without any objection from 1 (one) or more Shareholders jointly representing 10% (ten per cent) of the total shares with valid voting rights issued by the Company whom requested votes to be cast in writing and in confidence.

7. Blank votes or abstain shall be deemed as casting votes the same with the majority shareholders casting their votes.

8. All resolutions shall be adopted based on amicable resolutions.

In the event that an an amicable resolutions could not be reached, then the resolutions shall be adopted based on voting by affirmative votes of more than 1/2 (half) of the total shares with valid voting rights present in the General Meeting of Shareholders, unless otherwise stipulated in this Articles of Association.
If the affirmative and objecting votes are equal, then the proposals are deemed rejected.

9. Resolutions concerning transactions with confilct of intersets as mentioned in Article 18 paragraph 8 of this Articles of Association shall be executed in an Extraordinary General Meeting of Shareholders convened specifically for such purpose, attended by independet Shareholders or by Shareholders not having conflict of interest on said transaction pursuant to the provisions of the rules enforced in the Capital Market and regulations of the Stock Exchange where the shares of the Company are registered.

10. Proposal(s) by the Shareholders during discussions or voting in the General Meeting of Shareholders shall fulfil all requirements, as follows:

a. In the opinion the Chairman of the General Meeting of Shareholders said proposal(s) are directly related to one of the agenda of the related General Meeting of Shareholders; and

b. Such proposal(s) was submitted by 1 (one) or more Shareholders who jointly at least representing 10% (ten per cent) of the total shares with valid voting rights issued by the Company;

c. In the opinion of the Board of Directors said proposal(s) are deemed directly related to the business of the Company.

 

THE BOARD OF DIRECTORS | ARTICLE 17

 

1. The company shall be managed and lead by a Board of Directors consisting of at least 3 (three) members of the Board of Directors. one of them was appointed as president and one or more appointed as Vice President (if necessary) and or one or more appointed as Director.

2. Member of the Board of Director which appointed must fulfill the requirements according to the prevailing laws, including prevailing laws in the field of capital market and related to the business activities of the Company.

3. The members of the Board of Directors are appointed by the General Meeting of Shareholders, each for a period as from the date as resolved in the General Meeting of Shareholders appointing them until the closing of the second Annual General Meeting of Shareholders following the date of their appointment, without prejudice to the right of the General Meeting of Shareholders to dismiss them at any time assigning a reason thereto after such member(s) of the Board of Directors were given a chance to defend themeselves in such Meeting.

Such termination shall be effective as of the closing of the meeting terminating them, unless other dates are determined by such GMS. Members of the Board Directors whose terms have expired may be reappointed.

4. The members of the Board of Directors may be given salaries and/or allowance which amount shall be determined by the General Meeting of Shareholders and such authority may be delegated by General Meeting of Shareholders

5. If for any reason whatsover the total members of the Board of Directors becomes less than 3 (three) persons, then within 40 (forty) days from the occurrence of such vacancy must be announced notification of the AGM will be held to fill the vacancy. A person appointed to replace members of the Board of Directors that terminated under paragraph 3 above, or to fill to fill in a vacancy due to any reason or a person appointed in addition to the current members of the Board of Directors, has to be appointed for the remaining period of the existing members of the Board of Directors who are still serving.

6. If for any reason the post of a member of the Board of Directors is vacant, then within 40 (forty) days after said vacancy occurred, a General Meeting of Shareholders appointing new member(s) of the Board of Directors shall be convened and the Company is temporary managed by the Board of Commissioners

7. A member of the Board of Directors is entitled to resign from his/her post by giving a prior written notice to the Company of his/her intention to do so at least 30 (thirty) days prior to the resignation date.

A resigning member of the Board of Directors shall only be discharged from his/her responsibilities, if the General Meeting of Shareholders releases him/her from his/her responsibilities during his/her term of office.

8. The term of office of a member of the Board of Directors shall terminate if such member of the Board of Directors:

a. Resigns from his/her post pursuant to the provision of paragraph 6;
b. No longer comply with the requirements of the prevailing regulations having the force of law;
c. Passed away;
d. Is dismissed by virtue of a resolutions of the General Meeting of Shareholders

 

DUTY AND AUTHORITY OF THE BOARD OF DIRECTORS | ARTICLE 18

 

1. The Board of Directors is fully responsible in undertaking its duties in managing the Company for the Company’s interest in order to achieve its purpose and objectives.

The principal duties of the Board of Directors are:

a. Lead and manage the Company in accordance with the purposes and objectives of the Company;
b. Maintain and manage the assets of the Company.

2. Each member of the Board of Directors shall in good faith be responsible to carry out his/her duties with due observance to the Articles of Association and/or the prevailing regulations.

3. The Board of Directors is entitled to represent the Company inside and outside the Court with respect to all matters and in all events, to bind the Company with other parties and other parties with the Company, as well as carry out all actions either with respect of management or of ownership, provided that:

a. To receive loans or to extent loans on behalf of the Company (excluding to take the money of the Company in the bank of a credit/loan that has been opened by the company) that exceeds a certain amount from time to time determined by the meeting of Board of Commissioners meeting.
b. To issue guarantee indebtedness or dependents of a third party;
c. To purchase or otherwise acquire real property, that exceed the amount and period determined by the meeting of the Board of Commissioners;
d. To rent, sell or alienate or encumber mortgage right, hypothecate or otherwise transfer or encumber real property owned by the Company exceed the amount and period of such loans exceed the amount and period determined by the meeting of the Board of Commissioners;
e. To establish new company or to have participation in other company, releasing equity or transfer of company’s right , either in part or in whole on the companies at home and abroad, if the amount of equity or transfer of company’s right on the coorporation exceed the amount determined by the meeting Board of Commissioners;
f. make a rental agreement of movable property or immovable proprety of the lease exceeds the amount determined by the meeting Board of Commissioners;
g. To terminate or cancel prematurely the management agreement and / or agreements on intellectual property rights, including but not limited to technical assistance agreement, the license agreement and agency agreement;
Board of Directors shall have to obtain written approval from members of the Board of Commissioners or deed/document are concerned participated signed by the Board of Commissioners. In relations to third party(s), the approval from the Board of Commissioners is validly verified through an extract of the approval resolutions from the Board of Commissioners signed by members of the Board of Commissioners appointed by the Board of Commissioners.

4. Any legal act to transfer, release of rights or encumber all or more than 50% (fifty percent) of the Company’s net assets in 1 (one) or several transaction(s), related each other or not, Board of Directors shall obtain the approval from the GMS attended or representated by the Shareholders holding at least 3/4 (three-fourth) of the total shares with valid voting rights issued by the Company and approved by more than 3/4 (three-fourth) of the total shares with valid voting rights present in the General Meeting of Shareholders.

In the event where the above mentioned quorum is not reached, then resolutions adopted in the second General Meeting of Shareholders are valid if attended by Shareholders or their authoried proxies representating at least 2/3 (two-third) of the total shares with valid voting rights present in the General Meeting of Shareholders.

5. And in the event that the Quorum of the second GMS mentioned above is not reached, then upon the Company’s request, the quorum, votes cast for resolutions, notification and time to convene a GMS shall be determined by the competent authorities of Capital Markets
This notification is not required for the second GMS and further, if only to convene the First Meeting has been made notification in accordance with Article 14, paragraph 2 of the articles of association, and the agenda discussed in essence same as the agenda of the first Meeting, these provisions apply without prejudice to other provisions in these Articles of Associations.

6. To execute legal actions which are transactions having conflicting of economic interest between the private economic interest of the members of the Board of Directors, the Board of Commissioners or the principal Shareholders with the economic interest of the Company, the Board of Directors requires the approval from the GMS based on amicable resolutions or majority affirmative vote from shareholders not having confict of interest as stipulated in article 16 paragraph 8.

7. In the event the Company has conflicting interest toward personal interest of a member of the Board of Directors, then the Company shall be represented by the other member of the Board of Directors and in the event that the Company has conflicting interest toward the interest of all members of the Board of Directors, then in this event the Company shall be represented by the Board of Commissioners, in any event without prejudice to paragraph 8 below.

8. a. President Director jointly with one Vice President Director; or

b. 2 (two) Vice President Directors jointly; or

c. President Director jointly with a Director; or

d. A Vice President Director jointly with a Director;

Are entitled and authorised to act for and on behalf of the Board of Directors as well as representing the Company.

9. Without prejudice to its responsibilities, the Board of Directors, for certain transactions, is also entitled to appoint one person or as its representative(s) or proxy(s) by way providing the authority as stipulated in a power of attorney. The authority should be carried out in accordance with the Articles of Association of the Company.

10. All the actions of the members of the Board of Directors which is contrary to the Articles of Association of the company are not valid.

11. The allocation of duties and authorities of each member of the Board of Directorship shall be determined by a General Meeting of Shareholders and in the event the General Meeting of Shareholders does not stipulate them, such duties and authorities shall be determined through resolutions of the Board of Directors.

 

MEETING OF THE BOARD OF DIRECTORS | ARTICLE 19

 

1. Board of Directors shall convened a meeting of Board of Directors periodically at least 1 (once) in every month and another meeting may be convened at any time when deemed necessary by the President Director or 1 (one) or more member(s) of the Board of Directors or upon written request of 1 (one) or more shareholder(s) who jointly represent 1/10 (one-tenth) of the total shares with valid voting rights.

2. The notice of the Meeting of the Board of Directors shall be carried out by the President Director or 1 (one) of the members of the Board of Directors.

3. The notice of the meeting of the Board of Directors shall be sent directly to each member of the Board of Directors or by registered letter againts proper receipt, or by telefax, immediately confirmed by registered letter at least five (5) days prior to periodically meetings held with conveying meeting materials to the entire Board of Directors, unless otherwise determined by the Board of Directors.

4. The notice shall state the agenda, date, time and place of the meeting.

5. The Meeting of the Board of Directors shall be convened at the place of domicile of the Company or at the place of main business activities of the Company. If all members of the Board of Directors are present or represented, prior written notice shall not be required and the meeting of the Board of Directors may be convened anywhere in the territory of the Republic of Indonesia and the meeting entitled to adopt valid and binding resolutions.

6. The Meeting of the Board of Directors shall be presided by the President Director; in the event that the President Director is absent or is not available, for which impediment no evidance to third parties shall be required, the meeting of the Board of Directors shall be presided by one of the Vice President Directors; and in the event that the all Vice President Directors are absent or not available, for which impediment no evidance to third parties shall be required, then the meeting of the Board of Directors shall be presided by a member of the Board of Directors appointed by the members of the Board of Directors present and or represented in the Board of Directors meeting.

7. A member of the Board of Directors may be represented at a Meeting only by another member of the Board of Directors designated by way of a power of attorney.

8. A meeting of the Board of Directors is valid and entitled to adopt legal and binding resolutions if more than 1/2 (half) of the incumbent members of the Board of Directors are present or represented in the meeting.

9. Resolutions of the Meeting of the Board of Directors shall be adopted through deliberation for consensus. In the event that the deliberation for consensus could not be reached, then the resolution shall be adopted based on a voting with affirmative votes of more than 1/2 (half) of the incumbent members of the Board of Directors and/or represented, including the President or Vice President Director.

10. If affirmative and objecting votes are equal, then the Chairman of the Board of Directors Meeting which will be determine.

11. a. Each member of the Board of Directors present in a meeting is entitled to cast 1 (one) vote and 1 (one) additional vote for each other member of the Board of Directors he/she represents.

b. Voting shall be conducted through folded unsigned ballot, unless the Chairman of the Meeting decides otherwise without any objection from majority of those attending the Meeting.

c. Blank votes and void votes shall be deemed as not having been legally cast and thus deemed non-existent and shall not be counted in determining the total votes cast.

12. The Minutes of Meeting of the Board of Directors shall be drawn up by a person present in the meeting designated by the Chairman of the Meeting and then shall be signed by the Chairman of the Meeting and by all members of the Board of Directors present in the Meeting, and conveyed to all members of the Board of Directors, to ensure the completness and correctness the Minutes of Meeting, such Minutes of Meeting shall serve as legal evidance against the members of the Board of Directors and for third party(s) regarding the resolutions taken and all matters happened in the meeting concerned.
If the Minutes of Meeting is drawn up by the Notary, then such signatures is not required

13. The Board of Directors may also adopt valid and binding resolutions without convening a meeting of the Board of Directors, provided that all members of the Board of Directors have been notified in writting in advance and all incumbent members of the Board of Directors have given their approval in writing on the proposal concerned and signed the resolutions.

Resolutions of the Board of Directors so adopted have the same legal force as the resolutions adopted in a Meeting of the Board of Directors.

 

THE BOARD OF COMMISSIONERS | ARTICLE 20

 

1. The Board of Commissioners consits of at least 3 (three) members of the Board of Commissioners, one of them may be appointed as President Commissioners and one or more appointed as Vice President Commissioners (if required) or one or more members of the Board of Commissioners.

2. The Board of Commissioners is a body and each member of the Board of Commissioners should not act individually but pursuant to a resolution of the Board of Commissioners.

3. Members of the Board of Commissioners appointed shall fulfill the requirements according to prevailing law including prevailing Capital Market regulations and related to the business activities of the Company.

4. The members of the Board of Commissioners are appointed by the GMS for a period as from the date as resolved at the GMS which binds them until the closing of the second annual General Meeting of Shareholders following the date of their appointement, without prejudice to the right of the GMS to dismiss them any time assigning a reason thereto after such member(s) were given a chance to defend Such termination shall be effective as of the closing of the meeting terminating them, except if other dates determined by such Meeting.

5. GMS may appointed another person to replace a terminated members of Board of Commissioners pursuant to paragrapah 4 this article.

A person appointed to replace a teminated members of Board of Commissioners or to fill in a vacancy due to any reason or a person appointed in addition to the current members of the Board of Commissioners, has to be appointed for the remaining period of the existing members of the Board of Commissioners.

6. Members of the Board of Commissioners whose term of office has end may be reappointed.

7. Members of the Board of Commissioners may be given honararium and/or remuneration which amount shall be determined by the GMS.

8. If for any reason the number of the Board of Commissioners to become less than 3 (three) persons, then within 6 (six) months from the occurrence of such vacancy, AGM shall convened to fill such vacancy.

9. A member of the Board of Commissioners is entitled to resign from his/her post by giving a written notice of his/her post by giving a written notice of his/her intention to the Company at least 30 (thirty) calander days prior his/her resignation date.

A resigning member of the Board of Commissioners shall only be discharged from his/her responsibilities, if the General Meeting of Shareholders releases him/her from his/her responsibilities during his/her term of office.

10. The term of office of a member of the Board of Commissioners shall terminate if such member of the Board of Commissioners:

a. resign from his post pursuant to the provision of paragraph 6 this article;

b. does no longer comply with the requirements of the prevailing laws;

c. passed away;

d. is dismissed by virtue of a resolution of the GMS.

DUTY AND AUTHORITY OF THE BOARD OF COMMISSIONERS | ARTICLE 21

 

1. The Board of Commissioners shall supervise the policies of the Board of Directors in managing the Company, as well as giving advice to the Board of Directors.

2. The members of the Board of Commissioners individually as well as jointly shall be entitled during the Company’s office hours enter into the buildings, offices and premises or other places used or possessed by the Company and shall be entitled to inspect notes and documents, letters and other exhibits, to inspect and verify the cash position, etc. as well as to know all actions taken by the Board of Directors.

3. The Board of Directors shall be obliged to give all pertinent information about the Company as required by the Board of Commissioners in exercising their duties.

4. The Board of Commissioners with a decision taken by a majority vote is entitled at any time to suspend 1 (one) or more member(s) of the Board of Directors from his/her their post(s) when he/she (they) has (have) committed acts violating the Articles of Association and the prevailing laws or neglect their duties .

5. The temporary suspensions shall be notified to the person(s) concerned together with the reason thereof.

6. Within 90 (ninety) days after the date of said temporary suspension or with regard to the prevailing laws, the Board of Commissioners shall have to convene an Extraordinary GMS to decide whether the temporary suspend member(s) of the Board of Directors shall be permanently dismissed from or reinstated to his intital position, while the temporary suspended member(s) of the Board of Directors shall be given oppurtunities to be present to defend himself/herself (themselves)

7. The Meeting stipulated in paragraph 6 of this article shall be presided by the President Commissioner; in the event that the President Commissioner is absent or is not available, of which impediment no evidence to third parties shall be required, the meeting shall be presided by one of the Vice President Commissioner; in the event that the Vice President Commissioners are absent or unavailable, then the meeting shall be presided by a person elected by and from those present in the meeting and the notices was executed pursuant to the provision of article 21 below.

8. In the event that a GMS in paragraph 6 this Article 6 has not been convened within 90 (ninety) days as of the date of the said temporary suspension or subject to the prevailing laws, then the temporary suspension shall be void by operation of law and the Board of Directors concerned shall be entitled to resume his/her (their) post(s).

9. In the event all members of the Board of Directors are temporary suspended so for a while the Company does not have more members of the Board of Directors, then the Board of Commissioners shall temporarily be required to manage the Company. In such event, the Board of Commissioners shall be entitled to confer temporary power of attorney to 1 (one) or more member(s) amongst them on their joint responsibilities.

 

MEETING OF THE BOARD OF COMMISSIONERS | ARTICLE 22

 

1. Board of Commissioners shall convened a meeting of the Board of Commissioner periodically at least 1 (once) in 2 (two) months and another meeting upon written request of the Board of Directors meeting or upon written request of a shareholder or shareholders jointly representing 1/10 (one-tenth) of the total shares with valid voting rights.

2. The notice of the Meeting of the Board of Commissioners shall be made by the President Commissioner, and in the event President Commissioner not available, The notice of the Meeting of the Board of Commissioner be made by 2 (two) member of the Board of Commissioner.

3. The notice of the Meeting of the Board of Commissioners shall be sent directly to each members of the Board of Directors or by registered letter against proper receipt, or by telefax, immediately confirmed by register letter at least 5 (five) days prior to periodically meetings held with conveying meeting materials to the entire meeting participants.

4. The notice of the meeting shall state the agenda, date, time and place of the Meeting.

5. The meeting of the Board of Commissioners shall be convened at the domicile of the Company or at the place of main business activities of the Company.
If all of the members of the Board of Commissioners are present or represented, such prior notice is not required and the Meeting of Board of Commissioner may be convened at the domicile of the Company or at the place of main business activities of the Company or anywhere in the territory of the Republic of Indonesia, as determined by the Board of Commissioners and the meeting entitled to adopt valid and binding resolution.

6. The Meeting of the Board of Commissioners shall be presided by the President Commissioner; in the event that the President Commissioner is absent or is not available, of which impediments no evidence to third parties shall be required, the Meeting shall be presided by one of the Vice President Commissioners; and in the event that the Vice President Commissioner are absent or not available, then the Meeting shall be presided by any one of the member of the Board of Commissioners appointed by the members of the Board of Commissioners present in the Meeting.

7. A member of the Board of Commissioners may only be represented in the Meeting of the Board of Commissioners by another member of the Board of Commissioners by virtue of a writen power of attorney.

8. The Meeting of the Board of Commissioners shall only be valid and may adopt valid and binding resolutions only if more than 1/2 (half) of the incumbent members of the Board of Commissioners, President Commissioner or Vice President Commissioner shall be present or represented at the Meeting.

9. Resolutions of the Meeting of the Board of Commissioners shall be adopted based on deliberation for consensus. In the event that a deliberation for consensus could not be reached then the resolutions shall be adopted based on voting by affirmative votes of the incumbent members of the Board of Commissioners present and/or represented at the Meeting, including President Commissioner or Vice President Commissioner.

10. If affirmative and objecting votes are equal, then the proposal is assumed rejected.

11. a. Each member of the Board of Commissioners present has the right to cast 1
(one) vote and 1 (one) additional vote for each other member of the Board of Commissioners whom he/she represent.

b. Voting shall be conducted verbally, unless the Chairman of the Meeting decides otherwise without the objection from majority votes of those who are present.

c. Blank votes and void votes shall be deemed as not having been legally cast and thus non existent and shall not be counted in determining the total votes cast.

12. Minutes of Meeting of Board of Commissioners shall be drawn up and then shall be signed by he Chairman of the Meetng and all members of Board of Commissioners who is present and/or authorised proxies of Board of Commissioners and conveyed to the Board of Commissioners. If the Minutes of Meeting is drawn up by a Notary, then such signature is not required.

13. Minutes of Meeting of Board of Commissiners that drawn up and signed according to the provisions of paragraph 12 this Article and shall serve as legal evidance against the members of the Board of Directors and for third party(s) regarding the resolutions taken and all matters happened in the meeting concerned.

14. The Board of Commissioners shall also be entitled to adopt valid resolutions without convening a Meeting of the Board of Commissioners, provided that all members of the Board of Commissioners have been notified in writing and all of the incumbent members of the Board of Commissioners have given the approval in writing of the proposal concerned and signed such resolution .
Resolutions of the Board of Commissioners so adopted have the same legal force as the resolutions legally adopted in a Meeting of the Board of Commissioners.

 

BUSINESS PLAN, BOOK YEAR, AND ANNUAL REPORT | ARTICLE 23

 

1. At the latest 30 (thirty) days before the start of the coming fiscal year, The Board of Directors shall prepare the annual business plan which includes annual budget of the Company to the Board of Commissioners, to obtain its approval.

2. The accounting year of the Company shall commence on the first day (1st) of January and shall end on the thirty-first (31st) day of December.
At the end of December of each year, the Company closed the book.

3. At the latest 5 (five) months after the books of the Company is closed, the Board of Directors shall prepare an Annual Report in accordance with the prevailing regulations and signed by all members of the Board of Directors and the Board of Commissioners to be submitted to the annual GMS.
Annual Report must contain at least:

i. Financial statements consisting of at least the last balance sheet for the financial year just ended in comparison with the previous financial year, a profit and loss statement for the financial year concerned, a cash flow report, and a report on changes in equity, and notes on the financial report;

ii. a report on the activities of the company.

iii. a report on the implementation Environmental and Social Responsibility.

iv. details of problems which arose during the financial year which influenced the Company’s business activities.

v. a report on the duty of supervision performed by the Board of Commissioners during the financial year just end.

vi. the names of the members of the Board of Directors and members of the Board of Commissioners.

vii. salaries and allowances for members of the Board of Directors and salaries or honoraria and allowances for members of the Board of Commissioners of the Company for the year just ended. Such Annual Report shall be made available at the office of the Company as of the notice to convene the General Meeting of Shareholders for ispections by the shareholders

 

APPROPRIATION OF PROFIT AND DISTRIBUTION OF DIVIDEND | ARTICLE 24

 

1. The Board of Directors shall submit to the annual General Meeting of Shareholders a proposal relating to the usage and/or the appropriation of the undistributed net profit presented in the balance sheets and profit and loss statements for approval of the annual General Meeting of Shareholders, wherein it may be stated how much of the undistributed net profit can be set aside for the reserve fund as stipulated in article 25 below and proposal of the amount of the annual General Meeting of Shareholders, wherein it may be stated how much of the undistributed net profit can be set aside for the reserve fund as stipulated in article 25 below and proposal of the amount of the dividend that may be distributed, in any event not to prevent the right of the General Meeting of Shareholders to decide otherwise.

2. A dividend shall only be payable subject to the financial condition of the Company, based on resolution adopted by the General Meeting of Shareholders, in which resolution the time, manner and form of payment of the dividend shall be determined, with due observance of the prevailing Capital Market regulations as well as Stock Exchange where the shares of the Company are registered.
Dividend for a share shall be payable to the person in whose name the share is registered in the Shareholders Register, on a date determined by the annual General Meeting of Shareholders resolving the distribution of dividends.
Date of payment shall be announced by the Board of Directors to the shareholders.
Article 14, paragraph 4 shall apply mutatis mutandis for the announcement.

3. In the Event the annual General Meeting of Shareholders does not resolve another appropriation, then the net profit after being deducated by mandatory reserve fund pursuant to the Laws and this Articles of Association shall have to be distributed as dividend.

4. Based on resolution of the meeting of the Board of Directors, the Board of Directors may distibute interm dividens after obtaining the approval from the Board of Commissioners, if company’s financial situation allows, provided that such interim dividends shall be offset against the dividends declared based on a resolution at the subsequent annual General Meeting of Shareholders adopted in accordance with the prevailing Capital Market regulations and Stock exchange regulations in the place where the Company's shares are listed.

5. In the event the profit and loss statement in one book year shows a loss which cannot be covered by the reserve fund, then the loss shall remain recorded and included in the calculation of the profit and loss statement and for the succeeding years the company shall be deemed as not having gained any profit during such recorded loss and with such inclusion in the profit and loss calculation it still has not been fully covered, without prejudice to the prevailing laws.

6. With due consideration to the Company’s earning for related book year, out of such net profit stated in the balance sheets and profit and loss statements approved by the Annual General Meeting of Shareholders, a tantiem may be given to the Board of Directors and the Board of Commissioners of the Company which amount shall be determined by the General Meeting of Shareholders.

7. Net profit distributed as dividends which are left unclaimed after 5 (five) years after the determined payment date shall be put in a reserve fund specifically established therefore.

Dividends in such reserve fund may be claimed by the Shareholders entitled thereto prior to the lapse of a 10 (ten) years period by showing the evidance for such right of said dividend acceptable to the Board of Directors of the Company
Dividends unclaimed after the expiration of the lapse belong to the Company.

 

APPROPRIATION OF RESERVE FUND | ARTICLE 25

 

1. The portion of the net profit set aside for the reserve fund shall be determined by the General Meeting of Shareholders after considering recommendation of the Board of Directors (if any) and with due regard to the prevailing laws.

2. Amount set aside for the reserve funds is up to an amount at least 20% (twenty per cent) of the issued capital and shall only be utilised to cover the losses suffered by the Company.

3. If the amount of the reserve fund exceeds at least 20% (twenty per cent), then the GMS may resolve that the amount of the reserve fund exceeding the amount stipulated in paragraph 2 be utilised for the Company’s necessities.

4. The Board of Director shall manage the reserve funds in order to gain profit therof, in a manner deemed proper by them with the approval from the member of the Board of Commissioners and with due regard to the prevailing laws.

5. Any profit earned from the reserve fund shall be recorded in the calculation of the profit and lose of the Company.

 

AMENDMENTS TO THE ARTICLES OF ASSOCIATION | ARTICLE 26

 

1. Amendment to the Article of Association shall be determined by the GMS, attended by Shareholders representating at least 2/3 (two-third) of the total shares with valid voting rights issued by the Company and the resolution shall be approved by more 2/3 (two-third) of the total shares with valid voting rights present in the General Meeting of Shareholders. The amandment of the Articles of Association must be drawn up in a Notary deed and in the Indonesian language.

2. The amendment of the provisions in the Articles of Association regarding the change of name and/or the domicile, the purpose and objective as well as the business activity, the duration of the Company, the amount of the authorised capital, decrease of the subscribed and issued capital of the Company and the change of status of the Company from a public limited liability Company to a private limited liability Company, shall have to obtain the approval from the Minister of Law and Human Rights of the Republic of Indonesia.

3. Amendments to the Articles of Associtaion relating to matters other than those stipulated in paragraph 2 of this article need only be notified to the Minister of Law and Human Rights of the Republic of indonesia.

4. If the quorum of the Meeting referred to paragraph 1 has not been reached, then at the earliest 10 (ten) calender days and at the latest 21 (twenty-one) calander days after the first Meeting is convened, a second General Meeting of Shareholders may be convened with the same requirements and agenda as for the first Meeting, except with regard to the notice which shall be made at the latest 7 (seven) calender days prior to the date of the second Meeting, excluding the date of the notice and the date of the meeting and for notice of said General Meeting of Shareholders, prior notification is not required and the second Meeting is valid and entitled to adopt binding resolutions if attended by the Shareholders representating at least 3/5 (three-fifth) of the total shares with valid voting rights issued by the Company and the resolutions is approved by more than 1/2 (half) of the total shares with valid voting rights present in the Meeting.

5. In the event a quorum for the second Meeting is not reached, then upon request of the Company, quorum to cast for resolution(s), notice, and time to convene the GMS shall determined by competent authorities in the Capital Market.

6. Resolution regarding the decrease of capital must be notified in writing to all creditors of the Company and announced by the Board of Directors with reference to prevailing laws in the Capital Market

 

MERGER, CONSOLIDATION, ACQUISITION AND DEMERGER | ARTICLE 27

 

1. With due regard to the prevailing laws, then merger, consolidation, acquisition, and demerger could only be convened based on the resolution of the General Meeting of Shareholders attended by the shareholders representating at least 3/4 (three-fourth) of the total shares with valid voting rights issued by the Company and the resolution is approved by more than 3/4 (three-fourth) of the total shares with valid voting right present in the Meeting.

In the event the quorum mentioned above is not reached, then in the second GMS a resolution is valid if attended by shareholders or their authorised proxies representating at least 2/3 (two-third) of all shares with valid voting rights issued by the Company and approved by more than 3/4 (three-fourth) of total shares with valid voting rights present in the Meeting.

And in the event that quorum of the second GMS as mentioned above is not reached, then upon request of the Company, quorum for attending the meeting, number of votes to cast for resolution, notice and time to convene the next GMS of shareholders shall be determined by the competent authorities in the Capital Market.

2. The Board of Directors shall announce the summary of the plan of merger, consolidation, acquisition, or demerger with reference to prevailing laws in the Capital Market.

 

DISSOLUTION AND LIQUIDATION | ARTICLE 28

 

1. With due regard to the prevailing laws, then dissolution of the Company may only be carried out based on the resolution of the General Meeting of Shareholders attended by the shareholders representating at least 3/4 (three-fourth) of the total shares with valid voting rights issued by the Company and the resolution is approved by more than 3/4 (three-fourth) of the total shares with valid voting rights present in the General Meeting of Shareholders.
In the event the above mentioned quorum is not reached, then in the second GMS a resolution is valid if attended by shareholders or their authorised proxies representing at least 2/3 (two third) of the total shares with valid voting rights issued by the Company and approved by more than 3/4 (three-fourth) of all shares with valid voting rights present in the Meeting.

And in the event where the quorum of the second General Meeting of shareholders mentioned above is not reached, then upon request of the Company, the quorum, number of votes to cast for a resolution, notice and time to convene suceeding GMS shall be determined by the competent authorities in the Capital Market.

2. If the Company is dissolved, either due to expiration of the duration (if established for a certain period) or due to a resolution of the General Meeting of Shareholders or by a Court Decision, then the Company shall have to be liquidated by 1 (one) or more liquidator(s).

3. The Board of Directors shall act as the liquidator if the resolutions of the GMS or resolutions stipulated in paragraph 2 do not appoint a liquidator.

4. Provisions concerning appointment, temporary suspension, dismissal, authority, obligation, responsibility of and supervision on the Board of Directors shall also be applied to the liquidator(s).

5. The fees for the liquidator(s) shall be determined by the GMS or a Court Decision.

6. The liquidator shall have within a period of 30 (thirty) days as of the dissolution of the Company:

a. Registering the dissolution of the Company as well as the name, address of the liquidator in the Company.
b. Announced the dissolution of the Company as well as the name and address of the liquidator in the State Gazette..
c. Announced the dissolution of the Company as well as the name and address of the liquidator subject to the prevailing laws in the Capital Market; and
d. To inform about the dissolution of the Company as well as the name and address of the liquidator to the Minister of Law and Human Rights as well as to the competent authorities in the Capital Market subject to the prevailing laws.

7. a. The liquidator(s) shall be accountable to the GMS in respect of the liquidation
performed;

b. The remaining assets after liquidation shall be distributed to all shareholders and each shareholder shall be entitled to receive a portion in proportion with the nominal value of the fully issued shares he/she (they) holds (hold).

c. The liquidator(s) has (have) to register and announce the result of the liquidation process in accordance with the prevailing regulations having the force of law.

8. The Articles of Association set forth in this Deed of Establishment and its subsequent amendements shall remain in force until the date the liquidation calculations are ratified by the GMS and a full release and discharge is accorded to the liquidators.

 

OTHER PROVISIONS | ARTICLE 29

 

Any matter not provided for or not adequately covered in these articles of association shall be decided in the General Meeting of Shareholders.

Everything that is not or insufficiently regulated in the articles of association is obliged to heed the prevailing capital market regulations and the Law on Limited Liability Company or will be decided by Decision of Board of Directors Meeting, the Board of Commissioners, and / or the GMS that do not conflict with the prevailing capital market regulations and the Law on Limited Liability Company. Finally the appearers acting as mentioned above, confirms the Company's shareholders as follows:

a. Limited liability Company PT ASTRA INTERNATIONAL Tbk owner of 1.036.752.580 (one billion thirty six million seven hundred fifty two thousand five hundred eighty) shares, or in a value of Rp.103.675.528.000,- (one hundred and three billion, six hundred seventy five million two hundred and fifty eight thousand Rupiah)

b. Public, amounting 312.027.920 (three hundred twelve million twenty seven thousand nine hundred and twenty) or in a value of Rp.31.202.792.000,- (thirty one billion two hundred two million seven hundred ninety two thousand Rupiah).