ARTICLES OF ASSOCIATION

ARTICLE 1 | NAME AND PLACE OF RESIDENCE

1. The name of this Limited Liability Company is: PT ASTRA GRAPHIA Tbk (herein simply referred as “the Company”), domiciled in Central Jakarta.

2. The Company may open branches or representatives in other places, either within or outside the territory of the Republic of Indonesia as determined by the Board of Directors, with the approval of the Board of Commissioners.

ARTICLE 2 | TIME OF ESTABLISHMENT OF THE COMPANY

The Company was established on the thirty-first of October one thousand nine hundred and seventy five (31-10-1975) and obtained the status of a legal entity based on the Decree of the Minister of Justice of the Republic of Indonesia as of the twelfth of February one thousand nine hundred and seventy six (12-02-1976) Number Y.A.5/33/14, and was established for an indefinite period.

ARTICLE 3 | PURPOSES, OBJECTIVES AND BUSINESS ACTIVITIES

1. The purposes and objectives of the Company are:

   1. business in the field of trading;

   2. business in the field of professional, scientific and technical activity services, technology services, information and communication, rental services, and consulting services;

   3. business in the field of construction;

   4. business in the field of machinery and office equipment industry.

2. To achieve the purposes and objectives mentioned above, the Company may carry out its main business activities, namely:

   1. Running business in the field of trading, specifically;

      1. Wholesale of office machines, spare parts and equipment;

      2. Wholesale trade on a fee or contract basis, including office machines and computers;

      3. Wholesale of computers and computer equipment;

      4. Wholesale of software;

      5. Wholesale of telecommunications equipment;

      6. Retail trade of computers and their equipment;

      7. Retail trade in software (software);

      8. Retail trade of office machinery.

   2. Running business in the field of professional, scientific and technical activity services, technology services, information and communication, rental services, and consulting services, specifically:

      1. Other management consulting activities;

      2. Data processing activities;

      3. Hosting and other related activities;

      4. Software publishing activities (software);

      5. Computer consulting and other computer facilities management activities;

      6. Information Technology and Other Computer Services Activities;

      7. Leasing and leasing activities without option rights for industrial machinery and equipment;

      8. Photocopying, document preparation, and other special office support activities.

   3. Running business in the field of construction, specifically;

      1. Construction of other communication networks;

      2. Central telecommunications construction.

   4. Running a business in the industrial sector (manufacturing) of photocopiers and other office equipment, specifically:

      1. Photocopier manufacturing;

      2. Manufacturing office machinery and office equipment;

         • Making electric and electronic office machinery;

         • Making other office equipment and machinery.

To support the main business activities, the Company can carry out supporting business activities, namely:

1. 1. 1. carry out trading application development activities via the internet;

      2. creating, operate and operating web portals and/or digital platforms without commercial purposes;

      3. create and operate web portals and/or digital platforms for commercial purposes to support the Company's main business activities.

ARTICLE 4 | CAPITAL

1. The authorized capital of the Company is Rp. 250,000,000.00 (two hundred and fifty billion Rupiah) divided into 2,500,000,000 (two billion five hundred million) shares, each share has a nominal value of Rp. 100.00 (one hundred Rupiah).

2. From such authorized capital, 1,348,780,500 (one billion three hundred forty-eight million seven hundred eighty thousand five hundred) shares or a nominal value of Rp.134,878.050.000,00 (one hundred and thirty-four billion eight hundred seventy-eight million fifty thousand Rupiah) have been issued and deposited by the shareholders whose names are registered in the Register of Shareholders.

3. Shares that are still in deposit will be issued by the Board of Directors according to the Company's capital requirements at the time and at the price and requirements determined by the Meeting of the Board of Directors with the approval of the General Meeting of Shareholders (hereinafter referred to as the GMS) with due observance of the provisions in the Articles of Association and the laws and regulations of the Capital Market and regulations of the Stock Exchange at the place where the Company's shares are listed as long as the issuance of the shares is not at a price below par.

4. New shares shall be issued by the Board of Directors in accordance with the capital need of the Company at a time, price and conditions as determined by the Meeting of the Board of Directors with the approval from the General Meeting of Shareholders (hereinafter referred to as the GMS) with due observance to the provisions of the Articles of Association and Capital Market laws and regulations as well as the regulations of the Stock Exchange where the shares of the Company are listed provided that the issuance of said shares shall not be below the nominal value.

5. Except as provided for in paragraph 7 of this Article 4, if the shares that are still in deposit are to be issued by way of a limited public offering with pre-emptive rights (hereinafter simply abbreviated as "Limited Public Offering"), to shareholders, all shareholders whose names are registered in the Company's Register of Shareholders on the date as determined by the Board of Directors based on the GMS which approved the Limited Public Offering have the prior right to purchase the shares to be issued (hereinafter referred to as Pre-emptive Rights) in proportion to the number of shares they own (proportional)
   
   The Pre-emptive Rights can be sold and transferred to other parties, with due observance of the provisions of the Articles of Association and the prevailing laws and regulations in the Capital Market sector.
   
   The Board of Directors must announce the decision on the issuance of shares by means of a limited public offering in at least 1 (one) Indonesian language daily newspaper with wide circulation in the Territory of the Republic of Indonesia in accordance with the considerations of the Board of Directors.
   
   The shareholders or Pre-emptive Rights holders are entitled to purchase the shares to be issued in accordance with the number of Pre-emptive Rights they have at the time and with the requirements stipulated in the GMS decision as referred to in paragraph 3 of this Article 4.
   
   If within the time specified in the GMS decision above, the shareholders or the Pre-emptive Rights holders do not exercise the right to purchase the shares offered to them in accordance with the number of Pre-emptive Rights they have by paying in full the price of the shares offered to the Company, then the shares will be allocated to other shareholders who wish to purchase shares in an amount greater than the portion of their Preemptive Rights in proportion to the number of Pre-emptive Rights that have been exercised, with due observance of the provisions of the Articles of Association and the prevailing laws and regulations in the field of Capital Market and Stock Exchange regulations at the place where the Company's shares are listed.
   
   In the event there are still remaining shares after the allocation:

   1. If the maximum amount of increase in the Company's capital by means of a Limited Public Offering has not been determined and is carried out without any guarantee from the standby buyer, then the remaining shares that are not taken part will not be issued and remain in the Company's savings;

   2. If the increase in the Company's capital by means of the Limited Public Offering has determined the amount and is carried out with guarantees from certain parties who act as standby buyers in the Limited Public Offering, who have expressed their willingness to purchase the remaining shares, the remaining shares must be allocated to the standby buyers, with prices and terms that are not lighter than those stipulated in the resolution of the GMS;

Thus, with due observance of the provisions of the Articles of Association, the prevailing laws and regulations in the Capital Market sector.

6. The provisions of paragraph 3 and 4 above by mutatis mutandis shall also apply in the event that the Company wishes to issue convertible bonds, warrants or other convertible securities which may affect the composition of share ownership in the Company, one or the other with due observance of the prevailing laws and regulations in the field of Capital Market, and does not reduce the permission of the authorized party to the extent required under the applicable laws and regulations.

7. If the shares that are still in deposit are to be issued by the Company to the holders of convertible bonds, warrants or other convertible securities (hereinafter referred to as Equity Securities) that have been issued by the Company based on the approval of the GMS, the Board of Directors is authorized to issue the said shares without granting rights. the shareholders who were there at that time to purchase the shares to be issued in advance, one after another with due observance of the provisions of the articles of association and the prevailing laws and regulations in the Capital Market sector.

8. The Board of Directors is authorized to issue shares, convertible bonds, warrants or other convertible securities with a private placement or public offering (second, third and further) in accordance with the decision of the GMS, without granting Rights to existing shareholders in the event of such issuance:

1. 1. addressed to employees; 

   2. addressed to holders of bonds or other securities that can be converted into shares, which have been issued with the approval of the Extraordinary General Meeting of Shareholders;

   3. carried out in the context of reorganization and/or restructuring that has been approved by the General Meeting of Shareholders; and/or

   4. carried out in accordance with regulations in the Capital Market sector which allow additional capital without Pre-emptive Rights.

The issued Equity Securities can be sold by the Company to any party at a price, amount, period, and requirements determined by the Meeting of the Board of Directors based on the decision of the GMS of the Company with due observance of the laws and regulations in force in the Capital Market sector.

9. In the event of a further increase in the number of issued shares in connection with an increase in the authorized capital of the Company, the provisions in paragraphs 3, 4, 5, 6 and 7 of Article 4 shall also apply mutatis mutandis to the issuance of shares due to the increase in the authorized capital.

10. The addition of authorized capital which states that the ratio between issued and deposited bn capital to authorized capital is less than 25% (twenty five percent) may be made as long as:

11. 1. has obtained the decision of the GMS to increase the authorized capital;

    2. Amendments to the Articles of Association regarding the addition of the authorized capital have been approved by the Minister of Law and Human Rights;

    3. additional issued/deposited capital so that;

    4. become at least 25% (twenty five percent) of the authorized capital must be made within a period of no later than 6 (six) months after the amendment to the Articles of Association referred to in letter b of this paragraph obtains approval from the Minister of Law and Human Rights;

    5. in the event that the additional deposited capital as referred to in letter c of this paragraph is not fully fulfilled, then the Company is obliged to revise its Articles of Association within 2 (two) months after the period as referred to in letter c of this paragraph is not fulfilled.

ARTICLE 5 | SHARES

1. All shares issued by the Company are shares in the name and issued in the name of the owner who is registered in the Register of Shareholders of the Company.

2. The Company only recognizes one person or 1 (one) legal entity as the owner of 1 (one) share, namely the person or legal entity whose name is registered as the owner of the share concerned in the Company's Register of Shareholders.

3. If 1 (one) share or more for any reason becomes the property of several people, then those who jointly own it are required to appoint one of them in formal letter or another person as their joint proxy and only the person appointed or only the authorized holder whose name is recorded in the Register of Shareholders of the Company and the person appointed or authorized must be considered the legal holder of the share(s) in question and entitled to exercise the rights granted by law to the said share(s).

4. As long as the provisions in paragraph 3 above have not been implemented, the shareholders are not entitled to vote in the GMS, while the payment of dividends for the shares is suspended.

5. A shareholder by law must comply with the Articles of Association and to all decisions taken legally in the GMS and the prevailing laws and regulations.

6. For the Company's shares which are listed on the Stock Exchange, the regulations of the Stock Exchange at the place where the shares are listed shall apply.

ARTICLE 6 | SHARES CERTIFICATES

1. The company may issue shares certificates.

2. If shares certificates are issued, each share is given a shares certificate.

3. Collective shares certificates can be issued as proof of ownership of 2 (two) or more shares owned by a shareholder.

4. The shares certificate must at least include: 

1. 1. Name and address of shareholder;

   2. Shares certificate number;

   3. Share registry number;

   4. Number of shares;

   5. Par value of shares; and

   6. Shares certificate issuance date.

5. The collective shares certificate must at least include;

1. 1. Name and address of shareholder;

   2. Collective shares certificate number;

   3. Share registry number;

   4. Number of shares;

   5. Par value of shares; and

   6. Collective shares certificate issuance date.

6. Shares certificates and collective shares certificates must be printed in accordance with the prevailing laws and regulations in the Capital Market sector and signed by the Board of Directors who is entitled to represent the Board of Directors or the signature is printed directly on the shares certificate or collective shares certificate in question.

7. The provisions of paragraph 6 above also apply mutatis mutandis to the printing and signing of convertible bonds, warrants or other similar convertible securities.

8. For shares included in Collective Custody at the Depository and Settlement Institution or at the Custodian Bank (especially in the context of a collective investment contract), it can also be issued in the form of a certificate or written confirmation signed by a member of the Board of Directors who is entitled to represent the Board of Directors or the signature is printed directly on the certificate or written confirmation.

9. Written confirmation issued by the Board of Directors for shares included in Collective Custody must at least include:

1. 1. Name and address of the Depository and Settlement Institution or Custodian Bank that carries out the relevant Collective Custody;

   2. Date of issuance of written confirmation;

   3. The number of shares covered in the written confirmation;

   4. Total nominal value of shares included in the written confirmation;

   5. Provisions that each share in Collective Custody with the same classification, is commensurate and can be exchanged between one another.

ARTICLE 7 | SUBSTITUTE OF SHARES CERTIFICATE

1. In the event that the shares certificate is damaged, the shares certificate may be replaced if: 

1. 1. the party applying for the replacement of shares is the owner of the shares certificate; 

   2. The Company has received damaged shares certificates; and

   3. The company is obliged to destroy shares certificates which Damaged after providing a replacement shares certificate.

2. In the event that the shares certificate is lost, the replacement of the shares certificate may be made if:

1. 1. The Company has obtained evidence from the Indonesian National Police for the loss of the shares certificate;

   2. The party applying for the replacement of shares is the owner of the shares certificate; 

   3. The party applying for the replacement of shares provides a guarantee deemed sufficient by the Board of Directors; and
      The plan to issue replacements for lost shares certificates has been announced on the Stock Exchange where the Company's shares are listed no later than 14 (fourteen) days prior to the issuance of replacement shares certificates.

3. The cost for the issuance of the replacement shares certificate must be borne by the relevant Shareholder.

4. The issuance of a replacement for a shares certificate, according to this article, will result in the original certificate being null and void.
   The provisions in this Article 7, mutatis mutandis also apply to the issuance of a replacement for a collective shares certificate or a substitute for a Share Listing Confirmation.

ARTICLE 8 | LIST OF SHAREHOLDERS AND SPECIAL REGISTER

1. The Board of Directors of the Company shall make and maintain a Register of Shareholders and a Special Register at the domicile of the Company. 

2. In the Register of Shareholders will recorded:

   1. names and addresses of shareholders;

   2. the amount, number and date of the acquisition of shares certificates or collective shares certificates owned by the shareholders;

   3. the amount deposited for each share;

   4. the name and address of the person or legal entity that has a lien on the shares or as the recipient of the share fiduciary guarantee and the date of acquisition of the lien or the date of registration of the fiduciary guarantee;

   5. information on payment of shares in a form other than money; and
      other information deemed necessary by the Board of Directors and/or required by the applicable laws and regulations.

3. In the Special Register, information regarding share ownership of members of the Board of Directors and the Board of Commissioners and their families in the Company and/or in other companies is recorded as well as the date the shares were acquired.

4. Shareholders must notify each change of residence by letter to the Board of Directors of the Company. As long as the notification has not been made, all invitations and notifications to shareholders are valid if they are addressed to the address of the shareholder most recently recorded in the Register of Shareholders.

5. The Board of Directors is obliged to keep and maintain the Register of Shareholders and the Special Register as well as possible.

6. The recording and/or changes to the Register of Shareholders must be approved by the Board of Directors and proven by the signing of the recording of the changes by the member of the Board of Directors who is entitled to represent the Board of Directors.

7. At the request of the Shareholders in question or the recipient of the pledge or the recipient of the fiduciary guarantee, a pledge of shares or fiduciary security must be recorded in the Register of Shareholders in a manner determined by the Board of Directors based on satisfactory evidence that can be received by the Board of Directors regarding the pledge or fiduciary security of the shares. concerned. The acknowledgment of the pledge of shares by the Company as required in article 1153 of the Civil Code is only proven from the recording of the pledge in the Register of Shareholders.

8. Every registration or recording in the Register of Shareholders including the recording of a sale, transfer or assignment concerning shares or interest in shares must be carried out in accordance with the provisions of the Articles of Association and for Shares listed on the Stock Exchange in Indonesia, the prevailing laws and regulations apply. in the field of Capital Markets in Indonesia.

9. Every Shareholder has the right to view the Register of Shareholders and the Special Register relating to the relevant Shareholder during office hours of the Company.

ARTICLE 9 | COLLECTIVE CUSTODY

1. Shares in Collective Custody at the Depository and Settlement Institution are recorded in the Register of Shareholders of the Company on behalf of the Depository and Settlement Institution for the benefit of the Account Holder at the Depository and Settlement Institution.

2. Shares in Collective Custody at the Custodian Bank or Securities Company which are recorded in the Securities Account at the Depository and Settlement Institution are recorded in the name of the Custodian Bank or Securities Company concerned for the benefit of the account holder at the Custodian Bank or Securities Company.

3. If the shares in Collective Custody with the Custodian Bank are part of a portfolio of mutual fund securities in the form of a collective investment contract and are not included in the Custody of the Depository and Settlement Institution, the Company will list the shares in the Register of Shareholders on behalf of the Custodian Bank for the benefit of the Unit owner. Participation from collective investment contracts.

4. The Company is required to issue a confirmation of Share Listing to the Depository and Settlement Institution or the Custodian Bank (especially in the context of a collective investment contract) as proof of recording in the Register of Shareholders.

5. The Company must transfer the shares in the Collective Custody registered in the name of the Depository and Settlement Institution or the Custodian Bank (especially in the context of a collective investment contract) in the Company's Shareholders Register to be in the name of the party appointed by the Depository and Settlement Institution or the Custodian Bank.
   Application for transfer by the Depository and Settlement Institution or Custodian Bank shall be submitted in writing to the Company or the Securities Administration Bureau appointed by the Company.

6. Depository and Settlement Institutions, Custodian Banks or Securities Companies are required to issue confirmations to account holders as proof of recording in securities accounts.

7. In Collective Custody, every share issued by the Company of the same type and classification is equivalent and can be exchanged between one another.

8. The Company is obliged to refuse the recording of the transfer of shares into Collective Custody, if the shares are lost or destroyed, unless the said shareholder can provide sufficient evidence and/or guarantee that the person concerned is the rightful owner of the lost or destroyed shares and the said shares really lost or destroyed.

9. The Company is obliged to refuse the recording of the transfer of shares to the Collective Custody if the shares are pledged, placed in confiscation based on a court decision or confiscated for examination of a criminal case.

10. Securities Account Holders whose shares are included in Collective Custody at the Custodian Bank's Depository and Settlement Institution or Securities Company are entitled to vote in the Company's GMS in accordance with the number of shares they own. The Securities Account Holder entitled to cast votes in the GMS is the one whose name is registered as the Securities Account Holder at the Custodian Bank or Securities Company on a date no later than 1 (one) working day prior to the date of invitations for the GMS.

11. Custodian Banks and Securities Companies are required to submit a list of account holders along with the number of Company shares owned by each such account holder to the Depository and Settlement Institution to subsequently submit the list to the Company no later than 1 (one) working day prior to the date of the GMS for registered in the Register of Shareholders specifically provided for holding the GMS.

12. The Investment Manager has the right to attend and cast votes at the GMS on the Company's Shares which are included in the Collective Custody in the Custodian Bank which is part of the mutual fund securities portfolio in the form of a collective investment contract and is not included in the Collective Custody at the Depository and Settlement Institution provided that the Bank The custodian must submit the name of the Investment Manager no later than 1 (one) working day before the date of the GMS.

13. The Company is obligated to submit dividends, bonus shares or other rights in connection with the ownership of shares of the Company which are in Collective Custody to the Depository and Settlement Institution and subsequently the Depository and Settlement Institution submits the dividends, bonus shares or other rights to the Custodian Bank and to a Securities Company registered as an account holder at the Depository and Settlement Institution and subsequently submitted to the account holder at the Custodian Bank and or Securities Company.

14. The Company is obliged to deliver dividends, bonus shares or other rights in connection with share ownership to the Custodian Bank, for the shares in Collective Custody at the Custodian Bank which are part of a portfolio of mutual fund securities in the form of a collective investment contract and are not included in Collective Custody at the Depository and Settlement Institution.

15. The time limit for determining the account holders who are entitled to receive dividends, bonus shares or other rights in connection with the ownership of shares in the Collective Custody as referred to in paragraph 14 is determined by or based on the decision of the GMS provided that the Custodian Bank and Securities Company are required to submit a list of names. securities account holders along with the number of Company shares owned by each securities account holder registered with the Depository and Settlement Institution to be subsequently submitted to the Company no later than 1 (one) working day after the date of the GMS which is the basis for determining the shareholders who are entitled to receive the shares. dividends, bonus shares or other rights.

ARTICLE 10 | TRANSFERS OF SHARES RIGHTS

1. In the event of a change in ownership of a share, the owner who has been registered in the Register of Shareholders must still be considered as a shareholder until the name of the new shareholder has been included in the Register of Shareholders, one way or another without prejudice to the permission of the authorities and regulations. laws and regulations on the Stock Exchange in Indonesia where the Company's shares are listed.

2. The transfer of rights to shares must be based on a deed of transfer of rights signed by the transferor and the person receiving the transfer or their legal representative.

3. The deed of transfer of rights as referred to in paragraph 2 of this Article, must be in the form as determined and/or acceptable to the Board of Directors and a copy submitted to the Company, provided that the form and procedure for the transfer of rights to shares listed on the Stock Exchange must comply with regulations. applicable to the Stock Exchange where the shares are listed.

4. The transfer of rights to shares included in Collective Custody is carried out by book-entry from one securities account to another, the Depository and Settlement Institutions, Custodian Banks and Securities Companies. 

5. The transfer of rights to shares is only allowed if all the provisions in the Articles of Association have been fulfilled. 

6. The transfer of rights is recorded either in the Register of Shareholders concerned or in the shares certificate, the record must be signed by a member of the Board of Directors who is entitled to represent the Board of Directors or their legal proxies.

7. The Board of Directors by giving reasons for that, may refuse to register the transfer of rights to shares in the Register of Shareholders if the method determined by the Board of Directors is not fulfilled or if one of the requirements in the transfer of shares is not fulfilled.

8. If the Board of Directors refuses to register for the transfer of rights to shares, the Board of Directors must send a notification of rejection to the party who will transfer his rights within 30 (thirty) days after the date the application for registration is received by the Board of Directors.

9. Regarding the Company's shares listed on the Stock Exchange, any refusal to register the transfer of rights to the shares in question must be in accordance with the prevailing laws and regulations in the Capital Market sector in Indonesia.

10. The Register of Shareholders must be closed on the last working day of the Stock Exchange prior to the date of the invitations for the GMS, to determine the names of the shareholders who are entitled to attend the said Meeting.

11. People who get rights to shares as a result of the death of a shareholder or for other reasons that cause ownership of a share to change according to law, by submitting proof of rights as required by the Board of Directors at any time may submit a written application to be registered as a shareholder. Registration can only be done if the Board of Directors can accept the proof of the rights, without prejudice to the provisions in the Company's Articles of Association.

12. All restrictions, prohibitions and provisions in the Articles of Association of the Company that regulate the right to transfer rights to shares and registration of transfers of rights to shares must also apply mutatis mutandis to any transfer of rights according to paragraph 11 of this article.

ARTICLE 11 | GENERAL MEETING OF SHAREHOLDERS

1. GMS in the Company are:

1. 1. Annual GMS, as referred to in Article 12 of this Articles of Association;

   2. Other GMS hereinafter in the Articles of Association are called extraordinary GMS, namely GMS which are held at any time based on the need as referred to in Article 13 of these Articles of Association.

2. The term GMS in this Articles of Association means both, namely the annual GMS and extraordinary GMS, unless expressly stated otherwise.

ARTICLE 12 | ANNUAL GENERAL MEETING OF SHAREHOLDERS

1. Annual GMS is held annually, no later than 6 (six) months after the Company's fiscal year ends.

2. In the annual GMS the following agenda is discussed:

1. 1. Approval of the Annual Report and ratification of the Company's Annual Financial Statements. 

   2. Decision to use the company's profits.

   3. Public Accountant appointment.

   4. If necessary, appoint members of the Board of Directors and members of the Board of Commissioners.

   5. It can be decided on other matters that are properly proposed at the meeting in accordance with the provisions of the Articles of Association.

3. Approval of the Annual Report and ratification of the financial statements by the annual GMS, means giving full discharge and release of responsibility to members of the Board of Directors and Board of Commissioners for the management and supervision that have been carried out during the last fiscal year, as long as these actions are reflected in the Annual Report and Finance Report.

4. If the Board of Directors or Board of Commissioners fails to convene the annual GMS at the appointed time, then 1 (one) or more shareholders who jointly represent 1/10 (one tenth) of the total shares with valid voting rights are entitled to invitation own annual GMS at the expense of the Company after obtaining permission from the Chairman of the District Court whose jurisdiction covers the domicile of the Company.

ARTICLE 13 | EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

1. The Board of Directors or the Board of Commissioners is authorized to hold an extraordinary GMS.

2. The Board of Directors is required to invitation and hold an extraordinary GMS at the written request of the Board of Commissioners or 1 (one) or more shareholders who together represent 1/10 (one tenth) of the total shares with valid voting rights.
   The written request must be submitted in a recorded manner by stating the matters to be discussed along with the reasons.

3. The Board of Directors is required to make an announcement of the GMS to the shareholders within a period of no later than 15 (fifteen) days from the date the request for holding the GMS is received by the Board of Directors.
   In the event that the Board of Directors does not announce the GMS within that period, the shareholders may re-submit the request for holding the GMS to the Board of Commissioners.
   The Board of Commissioners is required to make announcements of the GMS to the shareholders within a period of no later than 15 (fifteen) days from the date the request for holding the GMS is received by the Board of Commissioners.
   The written request must be submitted in a recorded manner by stating the matters to be discussed along with the reasons.
   If the Board of Commissioners fails to make notification or invitations to the Extraordinary GMS after the time has passed as stipulated in the legislation as of the time the request is received by it, the Shareholders concerned who sign the request are entitled to call themselves the Extraordinary GMS at the expense of the Company after obtaining permission from the Company. Chairman of the District Court whose jurisdiction covers the domicile of the Company.

4. The meeting as referred to in paragraph 3 must take into account the decision of the Head of the District Court who gave the permit.

ARTICLE 14 | PLACE AND INVITATION OF GENERAL MEETING OF SHAREHOLDERS

1. GMS is held at the domicile of the Company, or at the place where the Company conducts its main business activities or the provincial capital where the domicile or place of main business activities of the Company or the province where the domicile of the Stock Exchange is located where the Company's shares are listed.

2. At least 14 (fourteen) days prior to the issuance of the Invitation to the GMS, excluding the date of the Announcement and the date of the Invitation, the party entitled to issue the Invitation must announce to the shareholders by placing an advertisement in at least 1 (one) language newspaper. Indonesia with national circulation, the Stock Exchange website and the Company's website that a GMS will be held without prejudice to the provisions in the Articles of Association.

3. The invitation for the GMS must be submitted to the Shareholders with advertisements in at least 1 (one) Indonesian language newspaper with national circulation, the Stock Exchange website and the Company's website.
   The invitation for the GMS must be made at least 21 (twenty-one) days before the date of the GMS, excluding the date of the invitation and the date of the meeting.

4. The invitation to the GMS must include the day, date, time, place and agenda of the Meeting, accompanied by a notification that the material to be discussed at the Meeting is available at the Company's Office starting from the day the invitation is made until the date the Meeting is held.
   The invitation to the annual GMS must also include a notification that the Annual Report as referred to in Article 23 paragraph 3 is available at the Company's office, at the latest from the date of the invitation to the Meeting and that a copy of the balance sheet and profit and loss statement for the last fiscal year can be obtained from the Company upon request. in writing from the shareholders.

5. Proposals from shareholders must be included in the agenda of the General Meeting of Shareholders, if: 

1. 1. the proposal in question has been submitted in writing to the Board of Directors by one or more shareholders representing at least 1/20 (one twentieth) of the total shares with voting rights; 

   2. the proposal in question has been received by the Board of Directors at least 7 (seven) days before the date of the invitations for the meeting in question;

   3. The proposed meeting agenda must be carried out in good faith, taking into account the interests of the Company, including the reasons and materials for the proposed meeting agenda, and not contradicting the laws and regulations.

ARTICLE 15 | CHAIRMAN AND MINUTE OF GENERAL MEETING OF SHAREHOLDERS

1. If this Articles of Association does not specify otherwise, the GMS shall be chaired by the President Commissioner.
   
   In the event that the President Commissioner is absent or unable to attend for any reason, which does not need to be proven to a third party, the meeting shall be chaired by the Vice President Commissioner.
   
   In the event that the Vice President Commissioner is absent or absent or unable to attend for any reason, which does not need to be proven to a third party, the meeting shall be chaired by a member of the Board of Commissioners.
   
   In the event that all members of the Board of Commissioners are absent or unable to attend for any reason, which does not need to be proven to a third party, the meeting shall be chaired by the President Director.
   
   In the event that the President Director is absent or unavailable for any reason whatsoever, which does not need to be proven to a third party, the meeting shall be chaired by the Vice President Director.
   
   In the event that the Vice President Director is absent or absent or unable to attend due to any reason whatsoever, which does not need to be proven to a third party, the meeting shall be chaired by a member of the Board of Directors.
   
   In the event that all members of the Board of Directors are absent or unable to attend for any reason, which does not need to be proven to a third party, the meeting shall be chaired by a person selected by and from among those present at the GMS.
   
   The Chairperson of the GMS is prohibited from having a conflict of interest with the agenda to be decided at the GMS.

2. In the event that the President Commissioner has a conflict of interest on matters to be decided at the GMS, the GMS shall be chaired by another member of the Board of Commissioners who does not have a conflict of interest.
   If all members of the Board of Commissioners have a conflict of interest, the GMS shall be chaired by the President Director.
   In the event that the President Director has a conflict of interest on matters to be decided at the GMS, the GMS shall be chaired by a member of the Board of Directors who does not have a conflict of interest.
   If all members of the Board of Directors have a conflict of interest, the GMS shall be chaired by an Independent Shareholder who is appointed by the other Shareholders who are present at the GMS.

3. The Chairperson of the GMS has the right to ask those present at the Meeting to prove their right to attend the GMS.

4. From all matters discussed and decided in the GMS, minutes of the GMS are made.
   Minutes of the GMS must be prepared by a person present and appointed by the Chairman of the Meeting, which must be signed by the Chairman of the Meeting and a Shareholder or the proxies of the Shareholders present at the GMS, appointed for this purpose by the GMS, to ensure the completeness and correctness of the minutes. the GMS.
   The minutes of the GMS are valid evidence to all Shareholders and third parties, regarding the decisions and everything that happens in the GMS.

5. The signing as referred to in paragraph 4 of this article is not required if the minutes of the GMS are made by a Notary.

ARTICLE 16 | QUORUM, VOTING RIGHTS, AND DECISIONS

1. 1. GMS may be held if attended by Shareholders who represent more than 1/2 (one half) of the total shares with valid voting rights that have been issued by the Company unless otherwise stipulated in this Articles of Association.

   2. In the event that the quorum as referred to in paragraph 1.a is not reached, an invitation to a second GMS may be held, without prior notification of the GMS. 

   3. The invitations as referred to in paragraph 1.b must be made no later than 7 (seven) days before the second GMS is held without taking into account the date of the invitation and the date of the GMS by stating that the first GMS has been held but has not reached a quorum. 

   4. The second GMS shall be held no later than 10 (ten) days and no later than 21 (twenty-one) days as of the first GMS with the same terms and agenda as required for the first GMS, except regarding the requirements for invitations to GMS as stipulated in paragraph 1.c above and the quorum requirements as set out in paragraph 1.e below.

   5. The second GMS is valid and has the right to make binding decisions if attended by Shareholders representing at least 1/3 (one third) of the total shares with valid voting rights that have been issued by the Company.

   6. In the event that the quorum for the second General Meeting of Shareholders is not reached, then at the request of the Company, the quorum for the attendance of the third GMS, the number of votes to make decisions, the invitations and the time for holding the GMS shall be determined by the competent authority in the Capital Market sector. Thus, without prejudice to the provisions regarding the quorum requirements of the GMS which are stipulated according to the prevailing laws and regulations in the Capital Market sector, including the quorum of the GMS to approve the conflict of interest in certain transactions.

2. Shareholders may be represented by other Shareholders or other persons with a power of attorney.
   The power of attorney must be drawn up and signed in the form as determined by the Board of Directors of the Company, without prejudice to the provisions of the applicable laws and regulations regarding civil evidence and must be submitted to the Board of Directors at least 3 (three) working days before the date of the relevant GMS.

3. The Chairperson of the GMS has the right to request the power of attorney to represent the Shareholders be shown to him at the time the GMS is held.

4. In the GMS, each share gives the owner the right to cast 1 (one) vote.

5. Members of the Board of Directors, members of the Board of Commissioners and employees of the Company may act as proxies at the GMS, but the votes they cast as proxies at the GMS are not counted in the voting.

6. Voting regarding individuals is carried out with a closed letter that is not signed and on other matters verbally, unless the Chairperson of the GMS determines otherwise without any objections and 1 (one) or more Shareholders who collectively represent at least 10% (ten) percent) of the total shares with valid voting rights that have been issued by the Company requesting the voting to be conducted in writing and confidentially.

7. A blank or abstention vote is deemed to have cast the same vote as the majority vote of the Shareholders who cast the vote.

8. All decisions are made based on deliberation for consensus. In the event that a decision based on deliberation for consensus is not reached, the decision is taken by voting based on the affirmative vote of more than 1/2 (one half) of the number of votes legally cast in the GMS, unless otherwise stipulated in these Articles of Association. 
   If the number of votes that agree and disagree is the same, the proposal must be considered rejected.

9. Decisions regarding transactions that have a conflict of interest as referred to in Article 18 paragraph 8 of this Articles of Association must be taken in an extraordinary GMS specifically held for this purpose which is attended by Independent Shareholders or Shareholders who do not have a conflict of interest in the transaction in accordance with the provisions of the prevailing laws and regulations in the Capital Market sector as well as the regulations of the Stock Exchange at the place where the Company's shares are listed
10. Each proposal submitted by the Shareholders during the discussions or voting in the GMS must meet all the requirements, as follows:

1. 1. in the opinion of the Chairman of the GMS, the proposal is directly related to one of the GMS agendas concerned; and 

   2. the proposal is submitted by one or more Shareholders who together represent at least 10% (ten percent) of the total shares with valid voting rights that have been issued by the Company;

   3. In the opinion of the Board of Directors, the proposal is considered to be directly related to the Company's business.
      
      

ARTICLE 17 | BOARD OF DIRECTORS

1. The Company is managed and led by a Board of Directors consisting of at least 3 (three) members of the Board of Directors, one of whom is appointed as President Director and one or more appointed as Vice President Director (if necessary) and/or one or more Directors.

2. The appointed members of the Board of Directors must meet the requirements in accordance with the applicable laws and regulations, including the laws and regulations in the Capital Market sector and those related to the Company's business activities.

3. The members of the Board of Directors are appointed by their respective GMS for a period from the date determined at the GMS which appointed them until the closing of the second annual GMS after the date of their appointment, without prejudice to the right of the GMS to dismiss the members of the Board of Directors at any time, after the members The relevant Directors are given the opportunity to attend the GMS to defend themselves.
   Such dismissal is effective as of the closing of the meeting that decided the dismissal, unless another date of dismissal is determined by the GMS.
   Members of the Board of Directors whose term of office has ended may be reappointed.

4. The members of the Board of Directors may be given a monthly salary and other allowances, the maximum amount of which is determined by the GMS and the authority by the GMS can be delegated to the Board of Commissioners. 

5. If for any reason the position of a member of the Board of Directors is vacant, so that the number of members of the Board of Directors is less than 3 (three) people, then within 40 (forty) days after the vacancy occurs, a notification must be announced about a GMS to be held to fill the vacancy.
   A person who is appointed to replace a member of the Board of Directors who is dismissed under paragraph 3 above or to fill a vacancy for other reasons or a person who is appointed as an additional member of the existing Board of Directors, must be appointed for a period which is the remaining term of office of the other members of the Board of Directors who are still in charge.

6. If for any reason all positions of the members of the Board of Directors are vacant, then within 40 (forty) days from the occurrence of such vacancies, a notification shall be announced that a GMS will be held to appoint a new Board of Directors, and temporarily the Company will be managed by the Board of Commissioners.

7. A member of the Board of Directors has the right to resign from his/her position by giving full notification of his/her intention to the Company at least 30 (thirty) days prior to the date of his/her resignation.
   A member of the Board of Directors who resigns is only released from his responsibilities, if the GMS releases him from his responsibilities during his term of charge.

8. Position as a member of the Board of Directors ends if the person concerned: 

1. 1. resign in accordance with the provisions of paragraph 7 of this Article;

   2. no longer meets the requirements according to the applicable laws and regulations;

   3. die;

   4. dismissed based on the decision of the GMS.

ARTICLE 18 | DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS

1. The Board of Directors is fully responsible for carrying out their duties for the benefit of the Company in achieving the goals and objectives of the Company.
   The main duties of the Board of Directors are:

1. 1. Leading and managing the Company in accordance with the purposes and objectives of the Company;

   2. Maintain and manage the Company's assets.

2. Each member of the Board of Directors must in good faith and full responsibility carry out their duties by observing the provisions of the Company's Articles of Association and or applicable laws and regulations.

3. The Board of Directors has the right to represent the Company inside and outside the Court on all matters and in all events, bind the Company with other parties and other parties with the Company, and carry out all actions, both regarding management and ownership, but with the limitation that to: 

1. 1. borrow or lend money on behalf of the Company (not including to take the Company's money in the bank from a credit/loan that has been opened by the Company) in excess of a certain amount which is determined from time to time by the meeting of the Board of Commissioners.

   2. guarantee debts or liabilities from third parties;

   3. buy or otherwise obtain immovable assets, which exceeds a certain amount which is determined from time to time by the meeting of the Board of Commissioners;

   4. renting out, selling or transferring rights or encumbering mortgages, mortgaging or in other ways transferring or pledging immovable property of the Company, which exceeds a certain amount determined from time to time by a meeting of the Board of Commissioners;

   5. establish a new company or participate in another company, relinquish capital participation or transfer rights, either partially or wholly to companies in or outside of country, if the amount of capital participation or relinquishment of rights to these companies exceeds the amount stipulated by the Board of Commissioners meeting;

   6. make a lease agreement for movable or immovable property (including operating and finance lease agreement), if the amount and term of the lease exceeds the amount and period determined by the meeting of the Board of Commissioners;

   7. terminate or cancel prematurely the management agreement and/or agreement regarding intellectual property rights, including but not limited to technical assistance agreement, license agreement, agency agreement;
      The Board of Directors must obtain prior written approval or the relevant deed/document is also signed by the Board of Commissioners.
      For third parties, the approval of the Board of Commissioners is sufficient to prove by an excerpt from the decision of the meeting of the Board of Commissioners which is signed by a member of the Board of Commissioners appointed by the Board of Commissioners.

4. Legal actions to transfer, release rights or make collateral for the Company's assets which constitute more than 50% (fifty percent) of the total net assets of the Company in 1 (one) transaction or more, whether related to each other or not, the Board of Directors must obtain approval from the GMS which is attended or represented by shareholders who own at least 3/4 (three quarters) of the total shares with voting rights and the decision is approved by at least 3/4 (three quarters) of the total votes legally issued at the Meeting.
   In the event that the quorum as referred to above is not achieved, then in the second GMS the decision is valid if attended by the shareholders or their legal proxies who represent at least 2/3 (two thirds) of the total shares with valid voting rights that have been issued by the shareholders. Company and approved at least 3/4 (three quarters) of the total number of votes legally cast in the meeting.

5. And in the event that the quorum in the second GMS as referred to above is not reached, then at the request of the Company, the quorum, the number of votes to make decisions, the invitations and the time for holding the GMS shall then be determined by the Chairman of the District Court whose jurisdiction covers the domicile of the Company.
   This notification is not required for the second and subsequent GMS, provided that in order to convene the First Meeting a notification has been made in accordance with Article 14 paragraph 2 of this articles of association, and the agenda discussed is essentially the same as the agenda of the first Meeting, this provision applies without prejudice to other provisions in this Articles of Association.

6. To carry out legal actions in the form of transactions containing conflicts of interest between the personal economic interests of members of the Board of Directors, Board of Commissioners or major shareholders with the economic interests of the Company, the Board of Directors requires the approval of the GMS which is taken based on deliberation for consensus or a majority vote of shareholders who do not have Conflict of interest as referred to in Article 16 paragraph 8.

7. In the event that the Company has interests that conflict with the personal interests of a member of the Board of Directors, the Company will be represented by other members of the Board of Directors and in the event that the Company has interests that conflict with the interests of all members of the Board of Directors, in this case the Company will be represented by the Board of Commissioners, without reduce the provisions in paragraph 8 below.

8. 1. President Director together with the Vice President Director;

   2. President Director together with a director; or

   3. Vice President Director together with a director has the right to act for and on behalf of the Board of Directors and to represent the Company, both within and outside the Judiciary.

9. Without prejudice to its responsibilities, the Board of Directors for a certain act has the right to appoint a person as a representative or proxy, with conditions determined by the Board of Directors in a special power of attorney, such authority must be exercised in accordance with the Company's Articles of Association.

10. All actions of members of the Board of Directors that are contrary to the Company's Articles of Association are invalid.

11. The division of duties and authorities of each member of the Board of Directors is determined by the GMS, in the event that the GMS does not determine the division of duties and authorities of the members of the Board of Directors based on the decision of the Meeting of the Board of Directors.

ARTICLE 19 | BOARD OF DIRECTORS MEETING

1. The Board of Directors is required to hold regular Board of Directors meetings at least 1 (one) time in every month and other meetings are held at any time if deemed necessary by the President Director or by one or more other members of the Board of Directors, or at the request of the Board of Commissioners Meeting or at the request of the Board of Commissioners. written request from 1 or more shareholders who together represent 1/10 (one tenth) of the total number of shares with valid voting rights.

2. Invitation to the Board of Directors Meeting shall be made by the President Director or one of the members of the Board of Directors.

3. Invitation to the Board of Directors Meeting is submitted directly to the members of the Board of Directors, or by registered letter with proper receipt, or by electronic mail (e-mail), which is immediately confirmed by registered letter at least 5 (five) days prior to the periodic meeting. held by submitting meeting materials to the entire Board of Directors, unless otherwise stipulated by the Board of Directors.

4. The invitations for the meeting must state the agenda, date, time and place of the meeting.

5. Meetings of the Board of Directors are held at the domicile of the Company or the place of business activities of the Company.
   If all members of the Board of Directors are present or represented, such prior invitations is not required and a meeting of the Board of Directors can be held anywhere within the territory of the Republic of Indonesia and the meeting has the right to make valid and binding decisions.

6. Meetings of the Board of Directors shall be chaired by the President Director, in the event that the President Director is unable to attend or is unable to attend or which matters do not need to be proven to a third party, the Meeting of the Board of Directors will be chaired by a Vice President Director, and in the event that the Vice President Director is absent or unable to attend. present or unable to attend, which does not need to be proven to a third party, the Board of Directors Meeting will be chaired by a member of the Board of Directors who is elected by the members of the Board of Directors who are present and/or represented at the Board of Directors Meeting.

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

8. Meetings of the Board of Directors are valid and have the right to make binding decisions if more than 1/2 one half) of the total members of the Board of Directors who are currently serving are present or represented at the meeting.

9. Decisions of the Board of Directors meeting must be taken based on deliberation to reach a consensus. In the event that a decision based on deliberation for consensus is not reached, the decision is taken by voting based on an affirmative vote of more than 1/2 (one half) of the total members of the Board of Directors who are present and/or represented, which includes the President Director or Vice President Director.

10. If the number of votes that agree and disagree is balanced, then the Chairman of the Meeting of the Board of Directors will decide.

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

    2. Voting shall be conducted orally unless the Chairperson of the Meeting determines otherwise, without any objections based on the majority of the votes present.

    3. Blank votes and invalid votes are considered as votes that were not cast and therefore considered non-existent and not counted in determining the number of votes cast.

12. Minutes of Meeting of the Board of Directors meeting must be prepared by a person present at the Meeting appointed by the Chairman of the Meeting and one of the other members of the Board of Directors or a proxy member of the Board of Directors present at the Meeting, then must be signed by all members of the Board of Directors present, and submitted to all members. Board of Directors, to ensure the completeness and correctness of the minutes.
    This Minutes is valid evidence for members of the Board of Directors and for third parties regarding the decisions taken at the relevant Meeting.
    If the Minutes of Meeting are made by a Notary, such signing is not required.

13. The Board of Directors may also make valid decisions without holding a Board of Directors Meeting, provided that all members of the Board of Directors have been notified in writing of the proposed decision and all members of the Board of Directors have given their approval of the proposal submitted in writing and signed the agreement.
    Decisions taken in this way have the same power as decisions taken legally at a meeting of the Board of Directors.

ARTICLE 20 | BOARD OF COMMISSIONERS

1. The Board of Commissioners consists of at least 3 (three) members of the Board of Commissioners, one of whom may be appointed as President Commissioner and one or more as Vice President Commissioner (if needed) or one or more members of the Board of Commissioners.

2. The Board of Commissioners is an assembly and each member of the Board of Commissioners cannot act alone but based on the decision of the Board of Commissioners.

3. The appointed members of the Board of Commissioners must meet the requirements in accordance with the applicable laws and regulations including the laws and regulations in the Capital Market sector and those related to the Company's business activities.

4. Members of the Board of Commissioners are appointed by their respective GMS for a period from the date of their appointment as decided in the GMS until the closing of the second annual GMS after the date of their appointment, without prejudice to the right of the GMS to dismiss them at any time by stating the reasons and after the members have been appointed. The concerned Board of Commissioners is given the opportunity to defend themselves in the Meeting.
   Such dismissal shall be effective as of the closing of the Meeting that decides on the dismissal, unless the date of dismissal is determined otherwise by the Meeting.

5. The GMS may appoint another person to fill the position of a member of the Board of Commissioners who is dismissed from his position in accordance with paragraph 4 of this article.
   A person who is appointed to replace a dismissed member of the Board of Commissioners or to fill a vacancy due to other reasons or a person who is appointed as an additional member of the existing Board of Commissioners must be appointed for a period which is the remaining term of office of the other members of the Board of Commissioners who are still in charge.

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

7. Members of the Board of Commissioners may be given an honorarium and/or allowance, the amount and type of which is determined by the GMS.

8. If for any reason the position of a member of the Board of Commissioners is vacant so that the number of members of the Board of Commissioners is less than 3 (three) people, then within 6 (six) months after the vacancy occurs, a GMS must be held to fill the vacancy.

9. A member of the Board of Commissioners has the right to resign from his position by giving written notification of the intention to the Company, at least 30 (thirty) calendar days before the date of his resignation.
   A member of the Board of Commissioners who resigns is only released from his responsibilities, if the GMS releases him from his responsibilities during his term of office.

10. The position as a member of the Board of Commissioners ends if the person concerned:

1. 1. resign in accordance with the provisions of paragraph 9 of this article;

   2. no longer fulfills the requirements of the applicable laws and regulations;

   3. die;

   4. dismissed based on the decision of the GMS.

ARTICLE 21 | DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS

1. The Board of Commissioners supervises the policies of the Board of Directors in running the Company and provides advice to the Board of Directors.

2. Members of the Board of Commissioners either jointly or individually at any time during office hours of the Company have the right to enter buildings, offices and courtyards or other places used or controlled by the Company and have the right to examine all books, documents - letters and other evidence, examine and match the condition of cash and others and have the right to know all actions that have been carried out by the Board of Directors. 

3. The Board of Directors and each member of the Board of Directors are required to provide an explanation of all matters asked by members of the Board of Commissioners. 

4. The Board of Commissioners with a decision made by majority vote has the right at any time to temporarily dismiss one or more members of the Board of Directors from their position, if the member of the Board of Directors acts contrary to the Company's Articles of Association and applicable laws and regulations or neglects their obligations.

5. The temporary dismissal must be notified to the person concerned along with the reasons.

6. Within a period of 90 (ninety) days after the date of the temporary dismissal or by observing the applicable legal provisions, the Board of Commissioners is required to hold an Extraordinary GMS which will decide whether the member of the Board of Directors concerned will be permanently dismissed or returned to his original position, while members of the Board of Directors who are temporarily dismissed are given the opportunity to be present to defend themselves. 

7. The meeting referred to in paragraph 6 of this article is chaired by the President Commissioner and if he is not present, which does not need to be proven to other parties, then the meeting is chaired by a Vice President Commissioner and if no Vice President Commissioner is present, the Meeting led by one chosen by and from among those present and the invitations must be made in accordance with the provisions contained in Article 21 below.

8. If the GMS referred to in paragraph 6 of this Article is not held within 90 (ninety) days after the date of temporary dismissal or with due observance of the applicable legal provisions, the temporary suspension will be null and void and the member of the Board of Directors concerned is entitled to re-serve his/her position.

9. If all members of the Board of Directors are dismissed so that temporarily the Company does not have a member of the Board of Directors, then the Board of Commissioners is required to temporarily manage the Company, in which case the Board of Commissioners has the right to grant temporary power to one or more of them on their joint responsibility.
   In such case, the Board of Commissioners has the right to grant temporary power of attorney to one or more of them for their joint responsibility.

ARTICLE 22 | MEETING OF THE BOARD OF COMMISSIONERS

1. Meetings of the Board of Commissioners must be held at least 1 (one) time in 2 (two) months and other meetings are held at the written request of the Meeting of the Board of Directors or at the request of 1 (one) or more shareholders who jointly represent 1/10 (one tenth) of the total shares with valid voting rights.
2. Invitation to the Board of Commissioners' Meeting shall be made by the President Commissioner, and in the event the President Commissioner is unable to attend, by 2 (two) other members of the Board of Commissioners.
3. Invitation to the Board of Commissioners Meeting is delivered directly to members of the Board of Directors, or by registered letter with proper receipt, or by electronic mail (e-mail), which is immediately confirmed by registered letter at least 5 (five) days prior to the meeting. held by conveying meeting materials to meeting participants.
4. The invitations for the meeting must include the agenda, date, time and place of the meeting.
5. Meetings of the Board of Commissioners are held at the domicile of the Company or the place of business activities of the Company.
   
   If all members of the Board of Commissioners are present or represented, such prior invitation is not required and the Board of Commissioners Meeting may be held at the domicile or at the place of the Company's main business activities or in other places within the territory of the Republic of Indonesia, as determined by the Board of Commissioners and the meeting is entitled make legal and binding decisions.
6. Meetings of the Board of Commissioners are chaired by the President Commissioner, in the event that the President Commissioner is unable to attend or is unable to attend which matters do not need to be proven to a third party, the Meeting will be chaired by the Vice President Commissioner, in the event the Vice President Commissioner is absent or unable to attend, the Meeting will be chaired by members of the Board of Commissioners, who are elected by and from the members of the Board of Commissioners present.
7. A member of the Board of Commissioners may be represented at the Meeting of the Board of Commissioners only by another member of the Board of Commissioners based on a power of attorney.
8. Meetings of the Board of Commissioners are valid and have the right to make binding decisions only if more than 1/2 (one half) of the total members of the Board of Commissioners who are currently serving, one of whom is the President Commissioner or the Vice President Commissioner, must be present or represented at the Meeting.
9. Resolutions of the Board of Commissioners' Meeting must be taken based on deliberation to reach a consensus. In the event that a decision based on deliberation for consensus is not reached, the decision is taken based on a majority vote of the members of the Board of Commissioners who are present and/or represented at the Meeting, including the President Commissioner or the Vice President Commissioner.
10. If the number of votes that agree and disagree is balanced, then the proposal is considered rejected.

11. 1. Each member of the Board of Commissioners present is entitled to cast 1 (one) vote and an additional 1 (one) vote for each other member of the Board of Commissioners he represents.

    2. Voting is done verbally unless the Chairperson of the Meeting determines otherwise without any objections based on the majority of the votes present. 

    3. Blank votes and invalid votes are considered as not cast and therefore considered non-existent and not counted in determining the number of votes cast.

12. Minutes of the Meeting of the Board of Commissioners must be drawn up and then must be signed by the Chairman of the Meeting and all members of the Board of Commissioners present and/or proxies of the members of the Board of Commissioners.
    
    If the Minutes of Meeting are made by a Notary, the signing is not required.

13. Minutes of the Board of Commissioners' Meeting drawn up and signed in accordance with the provisions in paragraph 12 of this Article shall serve as valid evidence, both for members of the Board of Commissioners and for third parties regarding the decisions of the Board of Commissioners taken at the relevant meeting.

14. The Board of Commissioners may also make valid decisions without holding a Board of Commissioners Meeting, provided that all members of the Board of Commissioners have been notified in writing of the proposed decision and all members of the Board of Commissioners give their approval of the proposal submitted in writing and sign the agreement.
    
    Decisions taken in this way have the same power as decisions taken legally at the Meeting of the Board of Commissioners.

ARTICLE 23 | WORK PLAN, FISCAL YEAR AND ANNUAL REPORT

1. At the latest 30 (thirty) days before the start of the next fiscal year, the Board of Directors submits a work plan which includes the Company's annual budget to the Board of Commissioners for approval.

2. The Company's fiscal year runs from 1 (one) January to 31 (thirty-first) December.
   At the end of December each year, the Company's books are closed.

3. Within no later than 5 (five) months after the Company's books are closed, the Board of Directors shall prepare an Annual Report in accordance with the prevailing laws and regulations signed by all members of the Board of Directors and Board of Commissioners to be submitted at the annual GMS.
   The Annual Report must contain at least: 

1. 1. Financial statements consisting of at least a balance sheet at the end of the last fiscal year in comparison with the previous fiscal year, a profit and loss statement for the relevant fiscal year, a profit and loss statement for the relevant fiscal year, a cash flow statement and a statement of changes in equity, and notes to the financial statements.

   2. Report on the Company's activities. 

   3. Social and environmental responsibility report.

   4. Details of problems that arose during the fiscal year that affected the Company's business activities. 

   5. Report on the supervisory duties that have been carried out by the Board of Commissioners during the past fiscal year.

   6. Names of members of the Board of Directors and members of the Board of Commissioners.

   7. Salaries and allowances for members of the Board of Directors and salary or honorarium allowances for members of the Board of Commissioners of the Company for the last fiscal year. 

The Annual Report must have been provided at the Company's Office no later than the date of the invitation to the Annual GMS so that it can be examined by the shareholders.

ARTICLE 24 | UTILIZATION OF NET PROFIT, DISTRIBUTION OF INTERIM DIVIDEND

1. The Board of Directors meeting must submit a proposal to the annual GMS regarding the utilization and/or distribution of the unshared profits listed in the balance sheet and the profit and loss calculation submitted for approval at the annual GMS, in which proposal it can be stated how much the unshared profit can be set aside for funds. reserves as referred to in Article 25 below and suggestions regarding the number of dividends that may be distributed, one after the other without prejudice to the right of the GMS to decide otherwise.

2. Dividends are only paid in accordance with the Company's financial capacity based on the decisions taken at the GMS, in which decision must also determine the time, method of payment and form of dividends by taking into account the provisions of the prevailing laws and regulations in the Capital Market sector, as well as the regulations of the Stock Exchange in place where the Company's shares are listed.
   Dividends for shares are paid to the person on whose behalf the shares are registered in the Register of Shareholders on the date determined by the annual GMS which decides on the distribution of dividends.
   The payment day must be announced by the Board of Directors to the shareholders.
   Article 14 paragraph 4 applies mutatis mutandis to the announcement.

3. In the event that the annual GMS does not determine other uses, the net profit after deducting the reserves required by law and the Articles of Association shall be divided as dividends.

4. Based on the decision of the Board of Directors meeting, the Board of Directors may distribute temporary dividends (interim dividends) after obtaining approval from the Board of Commissioners, if the Company's financial condition allows, provided that the temporary dividends (interim dividends) must be calculated with the final dividends distributed based on the resolution of the next annual GMS. taken in accordance with the provisions of these articles of association with due observance of the provisions of the prevailing laws and regulations in the Capital Market sector as well as the regulations of the Stock Exchange at the place where the Company's shares are listed.

5. If the profit and loss calculation in a fiscal year shows a loss that cannot be covered by a reserve fund, then the loss will still be recorded and included in the profit and loss calculation and in the next financial year the Company is deemed not to have made a profit as long as the loss is recorded and included in the calculation. the profit and loss have not been completely covered, thus without prejudice to the provisions of the applicable laws and regulations.

6. By taking into account the Company's income for the fiscal year concerned, from the net income as stated in the balance sheet and profit and loss account that has been approved by the annual GMS, bonuses may be given to members of the Board of Directors and members of the Board of Commissioners of the Company, the amount of which is determined by the GMS.

7. Profits distributed as dividends which are not taken within 5 (five) years after being made available for payment, are included in a reserve fund specifically designated for that purpose.
   Dividends in the special reserve fund can be taken by the entitled shareholders before the expiration of a period of 10 (ten) years by submitting proof of their rights to the dividends which can be received by the Board of Directors of the Company.
   Dividends that are not taken after the expiry of the period become the property of the Company.

ARTICLE 25 | UTILIZATION OF RESERVE FUND

1. The portion of the profit provided for the Reserve Fund is determined by the GMS after taking into account the recommendation of the Board of Directors (if any) and with due observance of the prevailing laws and regulations.

2. Reserve Funds under the threshold of at least 20% (twenty percent) of the issued capital are only used to cover losses suffered by the Company.

3. If the amount of the Reserve Fund has exceeded the amount of 20% (twenty percent), then the GMS may decide that the amount of the Reserve Fund which has exceeded the amount as stipulated in paragraph 2 of this article is utilized for the Company's purposes.

4. The Board of Directors must manage the Reserve Fund so that the fund can make a profit, in a manner deemed good by him with the approval of the Board of Commissioners and with due observance of the prevailing laws and regulations.

5. Any profit received from the Reserve Fund must be included in the calculation of the Company's profit and loss.

ARTICLE 26 | AMENDMENT OF THE ARTICLES OF ASSOCIATION

1. Amendment to the Articles of Association is determined by the GMS, which is attended by Shareholders representing at least 2/3 (two thirds) of the total shares with valid voting rights that have been issued by the Company and approved by more than 2/3 (two thirds)) share of all shares with voting rights present at the Meeting.
   Amendments to the Articles of Association must be made with a notarial deed and in Indonesian.

2. Amendment to the provisions of the Articles of Association concerning the change of name and/or domicile, purposes and objectives as well as business activities, period of establishment of the Company, amount of authorized capital, reduction of issued and deposited capital and change of status of an open company to a closed company must obtain approval. from the Minister of Law and Human Rights of the Republic of Indonesia.

3. Amendments to the Articles of Association, apart from the matters mentioned in paragraph 2 of this Article, are sufficient to notify the Minister of Law and Human Rights of the Republic of Indonesia.

4. If in the Meeting as referred to in paragraph 1 the specified quorum is not reached, then no later than 10 (ten) days and no later than 21 (twenty one) days after the first Meeting a second Meeting may be held with the same terms and agenda as The first meeting, except regarding the period of the invitations, must be held no later than 7 (seven) days prior to the second meeting, excluding the date of the invitations and the date of the meeting and for the invitations to the meeting it is not necessary to make a prior announcement and the second meeting is valid and has the right to make decisions that binding if attended by shareholders who represent at least 3/5 (three-fifths) of the total shares with valid voting rights issued by the Company and the decision is approved by more than 1/2 (one half) of all shares with valid voting rights. votes present at the Meeting.

5. In the event that the quorum for the second Meeting is not reached, then at the request of the Company, the quorum, the number of votes to make decisions, the invitations and the time for holding the GMS shall be determined by the authorized official in the Capital Market sector.

6. Decisions regarding capital reductions must be notified in writing to all creditors of the Company and announced by the Board of Directors with reference to the applicable Capital Market provisions.

ARTICLE 27 | MERGER, CONSOLIDATION, ACQUISITION, AND SEPARATION

1. With due observance of the provisions of the prevailing laws and regulations, a merger, consolidation, acquisition or separation can only be carried out based on a resolution of the GMS which is attended by shareholders representing at least 3/4 (three quarters) of the total shares with valid voting rights. valid votes that have been issued by the Company and the decisions are approved by at least 3/4 (three quarters) of the total votes legally cast in the Meeting.
   In the event that the quorum as referred to above is not achieved, then in the second GMS the decision is valid if attended by the shareholders or their legal proxies who represent at least 2/3 (two thirds) of the total number of shares with valid voting rights that have been issued by the shareholders. Company and approved at least 3/4 (three quarters) of the total number of votes legally cast in the meeting.
   And in the event that the quorum in the second GMS as referred to above is not achieved, then at the request of the Company, the quorum for the number of votes to make decisions, the invitations and the time for holding the GMS shall then be determined by the Chairman of the Financial Services Authority in the Capital Market sector.

2. The Board of Directors is required to announce the summary of the proposed merger, consolidation and takeover or separation of the Company by referring to the applicable Capital Market provisions.

ARTICLE 28 | DISSOLUTION AND LIQUIDATION

1. With due observance of the provisions of the applicable laws and regulations, the dissolution of the Company can only be carried out based on the resolution of the GMS which is attended by shareholders who represent at least 3/4 (three quarters) of the total shares with valid voting rights that have been issued by the shareholders. The Company and its decisions are approved by at least 3/4 (three quarters) of the number of votes legally cast in the Meeting.
   
   In the event that the quorum as referred to above is not achieved, then in the second GMS, the resolution is valid if attended by the shareholders or their legal proxies who represent at least 2/3 (two thirds) of the total shares with valid voting rights that have been registered. issued by the Company and approved by at least 3/4 (three quarters) of the total number of votes legally cast in the meeting.
   
   And in the event that the quorum in the second GMS as referred to above is not achieved, then at the request of the Company, the quorum, the number of votes to make decisions, the invitations and the time for holding the GMS will then be determined by the Chairman of the Financial Services Authority in the Capital Market sector.
2. If the Company is dissolved, either due to the expiration of the period of establishment (if established for a certain period of time) or dissolved based on the decision of the GMS or because it is declared dissolved based on a court decision, the Company must be liquidated by one or more liquidators.
3. The Board of Directors acts as a liquidator if the decision of the GMS or the stipulation as referred to in paragraph 2 does not appoint a liquidator.
4. Regulations regarding the appointment, temporary dismissal, dismissal, authority, obligation, responsibility and supervision of the Board of Directors also apply to liquidators.
5. Wages for liquidators are determined by the GMS or by a court order.
6. The liquidator must within 30 (thirty) days after the company is dissolved:
   1. Register the dissolution of the Company as well as the name and address of the liquidator in the Company Registry.
   2. Announce the dissolution of the Company and the name and address of the liquidator in the State Gazette.
   3. Announce the dissolution of the Company and the name and address of the liquidator with reference to the prevailing Capital Market provisions; and
   4. Notify 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 authorized official in the Capital Market in accordance with the applicable laws and regulations.
7. 1. The liquidator must be responsible to the GMS for the liquidation that carried out;
   2. The remaining assets after liquidation must be distributed to shareholders and each shareholder is entitled to receive a share in proportion to the nominal value of the shares that have been fully paid up;
   3. The liquidator must register and announce the final results of the liquidation process in accordance with the applicable laws and regulations.
8. The Articles of Association as contained in the deed of establishment and any subsequent amendments thereto shall remain valid until the date of the ratification of the liquidation calculation by the GMS and full settlement and release of the liquidators.

ARTICLE 29 | CLOSING PROVISION

Everything that is not or has not been sufficiently regulated in these articles of association, will be decided by GMS.
Everything that is not or has not been sufficiently regulated in these articles of association must comply with the provisions of the laws and regulations in the Capital Market sector and the law concerning Limited Liability Companies or will be decided based on the decisions of the Board of Directors Meeting, Board of Commissioners Meeting, and/or GMS which do not conflict with provisions of the laws and regulations in the Capital Market sector and the law on Limited Liability Companies.