![MINISTRY of LAW and HUMAN RIGHTS REPUBLIC of INDONESIA DIRECTORATE GENERAL GENERAL LEGAL ADMINISTRATION Jl. HR. Rasuna Said [Lots] Kav](http://data.docslib.org/img/f13280a01a83d5b7a976b1c4e900e01c-1.webp)
MINISTRY OF LAW AND HUMAN RIGHTS REPUBLIC OF INDONESIA DIRECTORATE GENERAL GENERAL LEGAL ADMINISTRATION Jl. HR. Rasuna Said [Lots] Kav. 6-7 Kuningan, South Jakarta Tel. (021) 5202387 - Hunting
Number : AHU-AH.01.03-0027129
Encl. : Notary Public
Subject : Acknowledgment of the MALA MUKTI, S.H., LLM.
Notice of Amendment Jl. Prof. Dr. Satrio Kav. 18
to the Articles of KOTA ADMINISTRASI JAKARTA
Association of PT. SELATAN (South Jakarta
BENTOEL INTERNASIONAL Administrative City)
INVESTAMA Tbk.
In accordance with the data in the ‘Change’ Form stored in the System of Administration of Legal Entities, under
Notarial Deed Number 57, dated 23 February 2016, drawn up by the Notary Public MALA MUKTI, S.H., LLM, legally domiciled in
SOUTH JAKARTA ADMINISTRATIVE CITY, along with the document in support thereof, received on 26 February 2016 concerning the
Alteration to and Modification of Article 5, Article 6,
Article 7, Article 8, Article 9, Article 10, Article 11,
Article 11 verse 3, Article 12, Article 13, Article 14,
Article 15, Article 16, Article 17, Article 18, Article 19,
- 1 - Article 20, Article 21, Article 22, Article 23, Article 24,
Article 25, Article 26, Article 27, Article 28, Article 29
Amendment to the Articles of Association of the Articles of
Association of PT. BENTOEL INTERNASIONAL INVESTAMA Tbk., legally domiciled in SOUTH JAKARTA ADMINISTRATIVE CITY, they have been received and recorded in the System of
Administration of Legal Entities.
Amendment to the Articles of Association, as contemplated above, takes effect as of the date of issue of this notification.
Issued in Jakarta, Date 26 February 2016 for the MINISTER OF LAW AND HUMAN RIGHTS REPUBLIC OF INDONESIA Person in charge, the DIRECTOR GENERAL OF GENERAL LEGAL ADMINISTRATION [signed] DR. FREDDY HARRIS, SH., LLM.,ACCS
PRINTED ON THE DATE OF 29 February 2016
Number in the Register of Companies: AHU-0026072.AH.01.11.TAHUN
2016 Date 26 February 2016
- 2 - [Official Translation]
MALA MUKTI, S.H., LL.,M. NOTARY PUBLIC JAKARTA SPECIAL CAPITAL REGION Decree of the Minister of Justice and Human Rights of the Republic of Indonesia No. C.373. HT.03.02.Th.2003 Date 3 April 2003
Deed : STATEMENT OF THE RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF PT. BENTOEL INTERNASIONAL INVESTAMA, Tbk.
Number : 57
Date : 23 FEBRUARY 2016
AXA Tower 27th Floor # 06 Jl. Prof Dr. Satrio [Lot] Kav. 18, Jakarta 12940 Tel: (021) 3005 6229, Fax (021) 3005 6373
- 1 - STATEMENT OF THE RESOLUTIONS OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT. BENTOEL INTERNASIONAL INVESTAMA, Tbk.
Number: 57
-At 11:45 W.I.B. (eleven, forty five Western Indonesian Time), on Tuesday, the twenty third day of February two thousand sixteen (23-2-2016);------
-Appeared before me, MALA MUKTI, Sarjana Hukum (Bachelor of
Law), Lex Legibus Magister, a Notary Public in and for
Jakarta, in the presence of the witnesses who are to me, the said Notary Public, known and whose names will be mentioned at the end of this notarial instrument or deed:------
-Ms. MERCY FRANCISCA SINAGA, born in Denpasar, on the
eighth day of January nineteen hundred seventy three (8-
1-1973), an Indonesian citizen, private individual,
residing in Jakarta, at [Street] Jalan Tebet Timur I A
Number 6, [Residents’ Association] Rukun Tetangga 011,
[Citizens Association] Rukun Warga 005, [Lowest
Administrative Unit] Kelurahan Tebet Timur, [Jakarta-
specific Municipal Sub-division] Kecamatan Tebet, Jakarta
Selatan (South Jakarta), the holder of Resident’s
Identity Card Number 317401481730003; ------
-according to her statement, acting in her capacity based
on “Circular Resolutions of Board of Directors of PT
BENTOEL INTERNASIONAL INVESTAMA Tbk.” from PT BENTOEL
- 2 - INTERNASIONAL INVESTAMA Tbk, a public limited liability company incorporated under the law of the unitary state of the Republic of Indonesia and legally domiciled in
South Jakarta (further on referred to as the "Company"), whose articles of association have been adjusted to Law
Number 40 Year 2007 (two thousand seven) on Limited
Liability Company, as contained in:------
-the State Gazette of the Republic of Indonesia
under Number 18 dated the third day of March two
thousand nine (3-3-2009), Supplement thereto Number
6324;------
-Deed Number 28 dated the fourth day of December two
thousand nine (4-12-2009), drawn up before AULIA
TAUFANI, Sarjana Hukum (Bachelor of Law), acting for
SUTJIPTO, Sarjana Hukum (Bachelor of Law), then
being a Notary Public in and for Jakarta; which deed
was approved by the Minister of Law and Human Rights
of the Republic of Indonesia, as it is shown in the
Decree thereof under Number AHU-60718.AH.01.02.Tahun
[Year] 2009 dated the eleventh day of December two
thousand nine (11-12-2009) and the notice of which
was delivered to, and received by the Ministry of
Law and Human Rights of the Republic of Indonesia as
it shown in letter Number AHU-AH.01.10-23076 dated
- 3 - the seventeenth day of December two thousand nine
(17-12-2009);------
-Deed of the "Minutes of Extraordinary General
Meeting of Shareholders of PT BENTOEL INTERNASIONAL
INVESTAMA, Tbk.," under Number 33, dated the
thirteenth day of May two thousand fifteen (13-5-
2015), drawn up by me, the said Notary Public;------
-The last composition of the members of the Board of
Directors and that of the members of the Board of
Commissioners were as contained in Deed Number 60,
dated the twenty second day of May two thousand
fifteen (22-5-2015), drawn up before me, the said
Notary Public, the notice of which was delivered to,
and received by the Ministry of Law and Human Rights
of the Republic of Indonesia, as it is shown in
letter Number AHU-AH.01.03-0934282 dated the twenty
fifth day of May two thousand fifteen (25-5-2015)
(further on referred to as the "Company").------
-The Person so appearing or Party hereto, acting in her above- mentioned capacity, first declares as follows:------
-That refer to Clause 19 verse 19 Article of Association of the Company, Board of Directors of the Company, has resolved outside the meeting which included in “Circular Resolutions of
Board of Directors of PT BENTOEL INTERNASIONAL INVESTAMA,
- 4 - Tbk.”,which made privately, with enough stamp, which has been signed by the Board of Directors, as follow :
1. Mr. JASON FITZGERALD MURPHY, born in Sydney, on the
twenty seventh day of October nineteen seventy (27-10-
1970), Australia Citizen, private, domiciled in Atmaya
Residence, Jalan Pelita Dalam Nomor 8, Kaveling C, hold
Australian Passport Number E3045163 and Limited Stay
Permit Card Number 2C21JE2428-P, President Director of
the Company;------
2. Mr. TANG CHUNG LEONG, born in Perak, Malaysia on the
twenty forth day of March nineteen fifty nine (24-3-
1959), Malaysia Citizen, private, domiciled in Jalan
bukit DIeng 1, Kota Malang, Province East Java, hold
Malaysia Passport Number A24734727 and Limited Stay
Permit Card Number 2C23CC0035-P, Director of the
Company;------
3. Mr. HARDEEP KHANGURA, born in Hillingdon on the twenty
sixth day of December nineteen seventy two (26-12-1972),
English Citizen, private, domiciled in Kemang Dalam X
No,or E-8, Kelurahan Bangka, Kecamatan Mampang, Jakarta
Selatan hold United Kingdom of Great Britain and Northern
Ireland Passport Number 510537362 and Limited Stay Permit
Card Number 2C21JE2779AN, Director of the Company;------
- 5 - 4. Mr. PRIJUNATMOKO SUTRISNO, born in Blora on the sixteenth
day of December nineteen sixty two (16-12-1962),
Indonesia Citizen, private, domiciled in Malang, Villa
Puncak Tidar Blok F-21, Rukun Tetangga 003, Rukun Warga
003, Desa Karangwidoro, Kecamatan Dau, Kabupaten Malang,
Province East Java, hold Identity Card Number
3507221612620001, Director of the Company;------
-the original of which has been produced to me, the said
Notary Public and the photocopy of which is attached to the minutes of this deed (further on referred to as the ”Board of
Directors’ Circular Resolutions”).------
-That the Board of Directors’ Circular Resolutions, the
Company’s Board of Directors state that the Board of
Directors’ Circular Resolution shall take effect as of the day on which the last signature was put to the Board of Directors’
Circular Resolutions, namely the twenty second day of February two thousand sixteen (22-2-2016);------
-That the party hereto now intends to declare and confirm the resolution so made in the Board of Directors’ Circular
Resolutions, namely:------
A. To declare that the Company’s shareholders as of the
thirty first day of January two thousand sixteen (31-1-
2016) have been as found in the Register of Shareholders
issued by the Bureau of Administration of Corporate
- 6 - Securities (Biro Administrasi Efek Perseroan), namely PT
DATINDO ENTRYCOM (attached hereto); ------
B. Accordingly, the structure of capitalization and the
composition of shareholders of the Company shall be as
follows:------
-Structure of Capitalization ------
-Authorized Capital: IDR1,077,300,000,000,00 (one trillion
seventy seven billion three hundred
million rupiahs) divided into
21,546,000,000 (twenty one billion
five hundred forty six million)
shares of stock, each having a
nominal value of IDR 50.00 (fifty
rupiahs); ------
-Issued Capital : IDR362,000,250,000.00 (three hundred
sixty two billion two hundred fifty
thousand rupiahs) divided into
7,240,005,000 (seven billion two
hundred forty million five thousand)
shares; ------
-Paid-up Capital : IDR362,000,250,000.00 (three hundred
sixty two billion two hundred fifty
thousand rupiahs) divided into
7,240,005,000 (seven billion two
- 7 - hundred forty million five thousand)
shares; ------
-Composition of Shareholders: ------
-The Public : 7,240,005,000 (seven billion two
hundred forty million five thousand)
shares in a total nominal value of
IDR 7,240,005,000 (seven billion two
hundred forty million five thousand)
shares). ------
C. For ease of perusal thereof, the Board of Directors has
decided to re-declare the contents of the Company’s
Articles of Association, in 1 (one) complete document; --
D. To grant authority to Ms. MERCY FRANCISCA HUTAHAEAN with
the right of substitution (i) to re-declare the
resolutions above before a Notary Public, (ii) to make,
sign, and deliver any deeds and to submit reports and/or
obtain the consent of the competent officials, including,
but not limited to, the Minister of Law and Human Rights,
(iii) to amend, alter, and modify, and/or add in any form
whatsoever reasonably necessary to obtain such consent,
and (iv) to do and perform any and all things and acts
necessary or appropriate for such purposes under the
regulations and law applicable to the Unitary State of
the Republic of Indonesia. ------
- 8 - -Further on, the party hereto, acting in her capacity as described above, declares and confirms that the contents of the Company’s Articles of Association are as follows:------
------#ARTICLE 1------
------NAME AND DOMICILE ------
1.1. This Company shall be named the limited liability
company: ------
- "PT BENTOEL INTERNASIONAL INVESTAMA, Tbk. (Inc./Plc)" ----
(further on in these Articles of Association or
Incorporation shortened to the "Company"), having
its legal domicile and head office in South Jakarta
Municipality (Kotamadya Jakarta Selatan), Jakarta
Province and Special Capital Region.------
1.2. The Company shall be eligible to open branch offices
or marketing/representative offices elsewhere, both
inside and outside the territory of the Republic of
Indonesia, as decided by the Board of Directors.----
------ARTICLE 2 ------
------COMPANY’S DURATION OF EXISTENCE ------
The Company shall be incorporated and operate for an
indefinite period commencing as of the fourth day of
February nineteen hundred eighty nine (4-2-1989), with
- 9 - due regard to Law Number 25 Year 2007 (two thousand seven) on Capital Investment.------
------ARTICLE 3 ------
------PURPOSE AND OBJECTIVE AND LINES OF BUSINESS -----
3.1. The Company's purpose and objective shall be to do
business in general trade, industries, services,
except those at law and tax.------
3.2. For the purpose of attaining the above-mentioned
purpose and objective, the Company shall be eligible
to perform the following main business activities:--
a. to do business in trading, among others import
and export, and to act as an agent, supplier,
wholesaler, and distributor of cigars,
cigarettes, and other products made of tobacco
in accordance with laws and regulations
applicable thereto;------
b. to do business in industries, including a
variety thereof, among others, those
manufacturing white/ordinary, clove-flavored
(kretek), and other cigarettes, and other
products made of tobacco, cigarette
ingredients/ flavors, and klobot (wrapped in
the bracts of the corn ear)/kawung (wrapped in
sugar palm leaves) cigarettes in accordance
- 10 - with laws and regulations applicable thereto;
and to perform industrial activities of drying
and/or processing tobacco.------
3.3. In order to achieve the above-mentioned purpose and
objective, and to support the Company’s above-
mentioned main business activities, the Company
shall be eligible to perform supporting business
activities, namely to do business in the services of
management, operation, maintenance, management
consulting, and others, except for those in law and
tax.------
------ARTICLE 4 ------
------CAPITAL ------
4.1. The Company's authorized capital shall amount to
IDR/Rp. 1,077,300,000,000.00 (one trillion seventy
seven billion three hundred million rupiahs) divided
into 21,546,000,000 (twenty one billion five hundred
forth six million) shares of stock, each having a
nominal value of IDR 50.00 (fifty rupiahs). ------
4.2. Of the authorized capital, has been paid in and paid
up 33.60% (thirty three point six zero percent) or a
number of 7,240,005,000 (seven billion two hundred
forty million five thousand) shares of stock in a
total nominal value of IDR 362,000,250,000.00 (three
hundred sixty two billion two hundred fifty thousand
- 11 - rupiahs) to the Company by each shareholder whose
particulars and nominal shares values will be
specified in the section before the end of this
deed.------
4.3. Paying up of the Company’s shares capital can be
made in money and/or other forms:------
a. paying up of the shares capital so made in
money shall obligatorily be evidenced by valid
paying up slips to the Company’s cash or bank
account.------
b. paying up of the shares in other forms than
money, be they tangible or intangible, shall
mandatorily comply with the following legal
provisions:------
(1) objects to be made the paid-up capital
shall obligatorily be made public at the
time of convening the General Meeting of
Shareholders ("GMS/GMS/RUPS") on the
paying up thereof;
(2) objects to be made the paid-up capital
shall obligatorily be appraised by an
Appraiser registered with the Financial
Services Authority (OJK);
(3) being approved by a GMS/RUPS;------
- 12 - (4) where the objects so made paid-up capital
take the form of shares of stock of a
company (companies) listed on Security
Exchanges, the prices thereof shall be
fixed based on fair market values; and----
(5) where the paying up thereof comes from the
Company’s retained earnings, premiums on
capital stock in excess of a par value,
net profits, and/or other elements of
equity, they shall have been contained in
the latest Annual Financial Statements
examined by Public Accountants registered
with the OJK with a qualified opinion.----
A GMS/RUPS that decides to approve a Public
Offering, shall decide the maximum number of shares
to be issued to the public, and grant authority to
the Board of Commissioners to declare realization of
the number of shares so issued in such public
offering.
4.4. Issue of Equity Securities------
a. Any addition to the capital through the issue
of Equity Securities on order, shall
obligatorily be made by granting a Preemptive
Right ("PR/HMETD") to the shareholders whose
names are registered in the Company’s Register
- 13 - of Shareholders on the date specified by a
GMS/RUPS approving issue of such Equity
Securities in the number proportional to the
number of shares registered in the Company’s
Register of Shareholders in the name of each
shareholder on the date.------b. Issue of Equity Securities without granting the
PR/HMETD to such shareholders shall be made
possible in the case of issue of shares of
stock:------
(1) intended for the employees, members of the
Board of Directors, and/or those of the
Board of Commissioners of the Company
and/or of a Controlled Company that meets
the requirements to own the Company’s
shares;
(2) intended for other bonds or securities
being capable of conversion into the
shares issued with the consent of a
GMS/RUPS;------
(3) for purposes of reorganization and/or
restructuring approved by a GMS/RUPS;
and/or------
- 14 - (4) in accordance with regulations on Capital
Markets permitting the addition of capital
with no PR/HMETD.------c. PR/HMETD shall be transferable and tradeable
within a period as specified in Regulation
Number IX-D.1. on PR/HMETD.------d. Equity Securities issued by the Company but not
subscribed to by a PR/HMETD holder shall be
allocated to all shareholders that have
ordered/ subscribed to such additional Equity
Securities, with the proviso that if the number
of Equity Securities so ordered exceed the
number of Equity Securities to be issued, the
Equity Securities not subscribed to shall
mandatorily be allocated in proportion to the
number of PR/HMETD implemented by each
shareholder that have ordered such additional
Equity Securities.------e. Where such Equity Securities remain not
subscribed to by the shareholders, as
contemplated in point d above, and where there
are stand-by buyers, such Equity Securities
shall obligatorily be allocated to particular
parties acting as such stand-by buyers at the
same price and under the same terms and
conditions.------
- 15 - f. Issue of shares of stock in the portfolio to
the holders of Securities being convertible
into shares of stock or Securities containing
the right over shares of stock, shall be made
possible by the Board of Directors based on the
previous GMS/RUPS which has approved the issue
of such Securities.------
g. Addition to the paid-up capital will take
effect upon payment, and the shares so issued
shall be of the same rights as those having the
same classification and issued by the Company,
without prejudice to the Company’s obligations
to process notice to the Minister of Law and
Human Rights of the Republic of Indonesia.-----
4.5. Addition to the authorized capital------
a. Addition to the Company’s authorized capital
will be made possible only under a resolution
of a General Meeting of Shareholders. Amendment
to the articles of association for the purpose
of change of the authorized capital shall be
approved by the Minister of Law and Human
Rights.------
b. Addition to the Company’s authorized capital
resulting in the paid-in capital and paid-up
capital getting less than 25% (twenty five
- 16 - percent) of the authorized capital, will be feasible to the extent that:------
(1) the addition has been approved by a
General Meeting of Shareholders for the
purpose of addition to the authorized
capital;------
(2) the addition has been approved by the
Minister of Law and Human Rights;------
(3) the addition of the paid-in capital and
paid-up capital so as to get less than 25%
(twenty five percent) of the authorized
capital shall mandatorily be made within a
period no later than 6 (six) months after
the consent of the Minister of Law and
Human Rights of the Republic of Indonesia;
(4) where the addition to the authorized
capital, as contemplated in point 3 above
cannot be achieved in whole, the Company
shall re-amend its articles of
association, so that the authorized
capital and paid-up capital comply with
the provisions of Article 33, paragraph
(1) and paragraph (2) of the Law on
Limited Liability Companies (LoLLC/UUPT),
within a period of 2 (two) months after
- 17 - the period in point 3 above has not yet
been fulfilled; ------
(5) the consent of a General Meeting of
Shareholders shall, as contemplated in
point 1, include the consent to amend the
articles of association as contemplated in
point 4 above.------
c. Amendment to the articles of association for
the purpose of addition to the authorized
capital will come into force upon payment of
the capital resulting in the amount of the
authorized capital getting at least 25% (twenty
five percent) of the authorized capital, and
having the same rights as other shares issued
by the Company, without prejudice to the
Company’s obligation to have the consent of
amendment to the articles of association by the
Minister of Law and Human Rights processed for
the addition to the paid-up capital. ------
------ARTICLE 5 ------
------SHARES ------
5.1. All shares issued by the Company shall be registered
shares, with due regard to the provisions of the articles
of association and to laws and regulations on Capital
Markets.------
- 18 - 5.2. The Company shall be eligible to issue shares at a or
with no nominal value.------
5.3. Issue of such shares with no nominal value shall
obligatorily comply with laws and regulations on Capital
Markets.------
5.4. Fractions of the Nominal Value of a Share------
a. if 1 (one) share, for any cause whatsoever, becomes
the property of more than 1 (one) person, the Board
of Directors shall, at the request of the interested
parties, be eligible to break up the nominal value
of the share, with due regard to the provisions of
laws and regulations applicable thereto on Capital
Markets.------
b. the holder of a fraction of the nominal value of a
share shall not be given an individual voting right,
unless the holder thereof, both severally and
jointly with other holders of the fractions of the
nominal value thereof whose shares classification is
equally of the nominal value of 1 (one ) nominal
share. ------
Those holders of the fractions of the nominal value
thereof shall be obliged to appoint in writing one
of them or another person as their joint
representative.------
- 19 - c. a holder of a fraction of the nominal value of a
share in the shares classification is equal to other
holders of the fractions of the nominal value of a
share whose shares classification is equally of the
nominal value of 1 (one) nominal share of the same
classification as the fractions of the nominal value
of the share.------
5.5. All the shares issued by the Company shall be capable of
collateralization by complying with the provisions of
laws and regulations on collateralization of shares, and
with those on Capital Markets and with the Law on Limited
Liability Companies (LoLLC/UUPT). ------
5.6. The Company recognizes only one natural person or 1 (one)
legal person or entity as the owner of 1 (one) share,
namely the person or legal entity whose name is recorded
as the owner of the share in the Register of
Shareholders, without prejudice to statutory and
regulatory provisions.------
5.7. If a share, for any factors whatsoever, becomes the
property of several persons, those so jointly owning will
be obliged to appoint in writing one of them or another
as their joint representative and only the name of the
person so authorized or appointed that will be entered in
the Register of Shareholders and shall be deemed as the
- 20 - shareholder of the share and be entitled to exercise the
rights conferred by law on the share.------
5.8. So long as the provision in paragraph 5.7. above has not
yet been implemented, the shareholders shall not be
entitled to cast votes in a GMS/RUPS, while payment of
dividends thereon shall be postponed. ------
5.9. The owner and holder of one or more shares shall
automatically and under law be subject to the articles of
association, to all resolutions made lawfully in a
General Meeting of Shareholders, and to applicable laws
and regulations. ------
------ARTICLE 6 ------
------EVIDENCE OF OWNERSHIP OF SHARES ------
6.1. Where shares in the Company do not belong to Collective
Custody in the Settlement and Safekeeping Institution,
the Company will be obliged to give the evidence of
ownership of such shares in the form of a Share
Certificate or Collective Share Certificate, to other
shareholders.------
6.2. Where shares in the Company belong to Collective Custody
in the Settlement and Safekeeping Institution, the
Company will be obliged to give a Certificate or Written
Confirmation to the Settlement and Safekeeping
- 21 - Institution as the evidence of recordation in the
Company’s Register of Shareholders.------
6.3 Where there are fractions of the nominal value of a
share, the Company will be obliged to give the evidence
of ownership the share in the form of a Fractional Share
Certificate to the holder thereof.------
6.4. A share certificate shall at least bear:------
a. the name and address of the shareholder;------
b. serial number of the share certificate;------
c. date of issue of the share certificate;------
d. nominal value of the share;------
e. identification card/document as will be determined
by the Board of Directors. ------
6.5. A collective share certificate shall at least bear:------
a. the name and address of each shareholder;------
b. serial number of the collective share certificate;--
c. date of issue of the collective share certificate;--
d. nominal value of the share;------
e. number of shares;------
f. identification card/document as will be determined
by the Board of Directors.------
6.6. A fractional share certificate shall at least bear:------
- 22 - a. the name and address the holder of the fractional
nominal value-based share;------
b. serial number of the share certificate on which the
fraction of the share nominal value is based;------
c. serial number of the fractional share certificate;--
d. date of issue of the fractional share certificate;--
e. identification card/document as will be determined
by the Board of Directors.------
6.7. Share Certificates, Collective Share Certificate and
Fractional Share Certificates shall be printed in
accordance with laws and regulations on Capital Markets
and be signed by President Director. The signature, too,
can be printed directly on such Share Certificates,
Collective Share Certificate and Fractional Share
Certificates.------
------ARTICLE 7 ------
-- DEFACED OR LOST SHARE CERTIFICATE AND COLLECTIVE SHARE CERTIFICATES --
7.1. If a share certificate gets defaced, the replacement
thereof will be made possible if:
a. the party who submits the application for the
replacement of the share certificate is the owner
thereof; and------
b. the Company has received the defaced share
certificate. ------
- 23 - 7.2. The Company shall be obliged to destroy the defaced share
certificate after giving the replacement thereof.------
7.3. If a share certificate gets lost, the replacement thereof
will be made possible if:------
a. the party who submits the application for the replacement
of the share certificate is the owner thereof; ------
b. the Company has received the reporting document from
the local Police of the Republic of Indonesia on the
loss of the share certificate;------
c. the party who submits the application for the
replacement of the share certificate shall give a
guarantee deemed sufficient by the Company’s Board
of Directors; and------
d. the plan for the issue of the lost share certificate
in replacement thereof has been announced on the
Stock Exchange where the Company’s shares are listed
within at least 14 (fourteen) days of issuance of
the share certificate in replacement thereof.------
7.4. All expenses of issuance of the share certificate in
replacement thereof shall be borne by the interested
shareholder. ------
7.5. The provisions on Share Certificates in paragraphs 7.1.,
7.2., 7.3. and 7.4. of this article shall also apply to
- 24 - Collective Share Certificates and Fractional Share
Certificates. ------
------ARTICLE 8 ------
------REGISTER OF SHAREHOLDERS AND SPECIAL REGISTER ------
8.1. The Board of Directors shall be obliged to maintain and
keep in the best possible manner a Register of
Shareholders and Special Register in the Company’s legal
domicile.
8.2. In the Register of Shareholders shall be recorded:------
a. the name and address of each shareholder;------
b. number, serial number, and date of acquisition of
the share certificates or collective share
certificates owned by each shareholder;------
c. amount of money paid for each share;------
d. name and address of the person or legal entity
having the lien on such shares and the date of
acquisition of the lien;------
e. details of payment of the shares in another form
than money; and------
f. other information deemed necessary by the Board of
Directors and/or required by laws and regulations
applicable thereto.------
- 25 - 8.3. In the Special Register are recorded the particulars of
ownership of shares of stock by the members of the Board
of Directors and by those of the Board of Commissioners
and by the family of each in the Company and/or in
others; and the date on which such shares have been
acquired.------
8.4. A shareholder shall give notice of any change of address
by letter to the Company’s Board of Directors. So long as
such notice has not yet been received by the Board of
Directors, all summonses/ invitations and notices to such
shareholder and other correspondence, dividends sent to
such shareholder, and rights such shareholder can
exercise will be valid if sent to the shareholder’s
latest address recorded in the Register of Shareholders.
8.5. The Board of Directors shall be obliged to keep and
maintain the Register of Shareholders and Special
Register in the best possible manner.------
8.6. The Board of Directors shall be eligible to appoint and
authorize the Bureau of Securities Administration to
record and administer the Company’s shares in the
Register of Shareholders.------
8.7. Each shareholder or lawful representative thereof shall
have access to the Register of Shareholders and Special
Register relative to the person of the shareholder
concerned during the Company’s business hours.------
- 26 - 8.8. Recordation and/or change of the Register of Shareholders
and Special Register shall be approved by the Board of
Directors and the recordation of change shall be signed
by President Director.------
8.9. To any registration or recordation in the Register of
Shareholders, including that of a sale, transfer of
title, or transfer (cessie) relative to shares or to the
rights to or interests in such shares to be done in
accordance with the provisions of the articles of
association, for the shares listed on a Stock Exchange,
shall apply the regulations thereof on which such shares
have been listed without prejudice to laws and
regulations applicable thereto.------
A pledge of shares of stock shall be recorded in the
Register of Shareholders and in the Special Register
contemplated in Article 50 of LoLLC/UUPT, in the manner
specified by the Board of Directors based on evidence
acceptable to the Board of Directors of the pledge of
such shares.------
Evidence of submission of the notice of the pledge of
such shares to the Company can be given with the
recordation of the pledge in the Company’s Register of
Shareholders signed in accordance with the articles of
association.------
------ARTICLE 9 ------
- 27 ------COLLECTIVE CUSTODY ------
9.1. Shares of the Company in Collective Custody with the
Safekeeping and Settlement Institution shall be recorded
in the Register of Shareholders on behalf of the
Safekeeping and Settlement Institution in the interests
of the account holder in the relevant Safekeeping and
Settlement Institution.------
9.2. Shares of the Company in Collective Custody with a
Custodian Bank or Securities Firm in a securities account
with the Safekeeping and Settlement Institution shall be
recorded on behalf of the Custodian Bank or Securities
Firm in the interest of the holder of the account with
the relevant Custodian Bank or Securities Firm.------
9.3. if the shares of the Company in Collective Custody with
such Custodian Bank form part of a Reksa Dana (Mutual
Fund) Portfolio in the form of a collective investment
contract and are not included in Collective Custody with
the Safekeeping and Settlement Institution, the Company
will record such shares in the Company’s Register of
Shareholders on behalf of the Custodian Bank in the
interest of the owner of the Unit of Participation in
such Reksa Dana in the form of the collective investment
contract.------
9.4. The Company shall be obliged to issue a certificate or
written confirmation to the Safekeeping and Settlement
- 28 - Institution, as contemplated in paragraph 9.1 above or to
the Custodian Bank, as contemplated in paragraph 9.3 as
the evidence slip of recordation thereof in the Company’s
Register of Shareholders.------
9.5. The Company shall be obliged to transfer the Company’s
shares of stock in Collective Custody registered in the
name of the Safekeeping and Settlement Institution or
Custodian Bank for the Reksa Dana (Mutual Fund) in the
form of a collective investment contract in the Company’s
Register of Shareholders to be in the name of the party
appointed by the Safekeeping and Settlement Institution
or Custodian Bank. The application for transfer shall be
delivered by the Safekeeping and Settlement Institution
or Custodian Bank to the Company or Bureau of Securities
Administration appointed by the Company.------
9.6. The Safekeeping and Settlement Institution, Custodian
Bank, or Securities Firm shall be obliged to issue a
confirmation to the account holder as the slip of
evidence of recordation in the securities account.------
9.7. In the Collective Custody any share of the same type and
classification issued by the Company shall be equivalent
and exchangeable between on and the other.------
9.8. The Company shall be obliged to reject the recordation of
shares of stock in the Collective Custody if such share
certificates are lost or destroyed, unless the party that
- 29 - has asked for the transfer can give sufficient evidence
and/or guarantee that the party is the true shareholder
and that it is true that the shares are lost or
destroyed.------
9.9. The Company shall be obliged to reject the recordation of
such shares in the Collective Custody if such shares have
been pledged, put in seizure under a court ruling or have
been seized for the purpose of trial of a criminal case.-
9.10 The holder of a securities account whose securities are
recorded in the Collective Custody shall be entitled to
be present and/or cast a vote in a General Meeting of
Shareholders of the Company in accordance with the number
of shares he/she owns in the securities account.------
9.11 The Custodian Bank and Securities Firm shall be obliged
to deliver a register of securities accounts together
with the number of the Company’s shares owned by the
respective account holders with the Custodian Bank and
Securities Firm to the Safekeeping and Settlement
Institution for further delivery to the Company no later
than 1 (one) working day prior to the summons to a
General Meeting of Shareholders.------
9.12 The Investment Manager shall be entitled to be present
and to cast a vote in such General Meeting of
Shareholders of the Company, included in the Collective
Custody with the Custodian Bank, constituting the
- 30 - portfolio of Mutual Fund (Reksa Dana) Securities in the
form of a collective investment contract and not included
in the Collective Custody with the Safekeeping and
Settlement Institution under the provision that the
Custodian Bank shall be obliged to submit the name of the
Investment Manager to the Company no later than 1 (one)
working day prior to the General Meeting of Shareholders.
9.13 The Company shall be obliged to deliver dividends, shares
bonuses or other rights relative to the ownership of such
shares to the Safekeeping and Settlement Institution, on
the shares in the Collective Custody with the Safekeeping
and Settlement Institution and further on, the
Safekeeping and Settlement Institution will deliver such
dividends, shares bonuses or other rights to the
Custodian Bank and to the Securities Firm in the
interests of the respective holders of the accounts with
the Custodian Bank and Securities Firm.------
9.14 The Company shall be obliged to deliver such dividends,
shares bonuses or other rights relative to the ownership
of such shares of the Company to the Custodian Bank
forming part of the portfolio of Mutual Fund (Reksa Dana)
Securities in the form of a collective investment
contract and not included in the Collective Custody with
the Safekeeping and Settlement Institution.------
- 31 - 9.15 The deadline of determining a securities account holder
being entitled to obtain dividends, bonus shares or other
rights relative to the ownership of shares in the
Collective Custody shall be determined by a General
Meeting of Shareholders with the proviso that the
Custodian Bank and Securities Firm shall obligatorily
deliver the Register of Securities Shareholders together
with the Company’s number of shares owned by the
respective securities account holders to the Safekeeping
and Settlement Institution, no later than the date on
which are based the determination of the shareholders
being entitled to obtain dividends, bonus shares or other
rights, to be further delivered to the Company no later
than 1 (one) working day after the date on which are
based the determination of the shareholders being
entitled to obtain dividends, bonus shares or other
rights.------
------ARTICLE 10 ------
------TRANSFER OF SHARES ------
10.1 Transfer of shares shall be evidenced in a document
signed by or in the name of the transferor and by or in
the name of the transferee concerned. ------
The document of transfer of shares shall take the form as
determined or approved by the Board of Directors.
- 32 - 10.2 From the day of the convening of a GMS to that of such
GMS, inclusive, no transfer of shares shall be allowed,
among others with due regard to the legal provisions
applicable to Capital Markets.
10.3 The form of and procedure for the transfer of shares
traded in on Capital Markets shall obligatorily comply
with laws and regulations on Capital Markets.------
10.4 Transfer of shares included in Collective Custody shall
be done by transfer from one securities account to
another at the Safekeeping and Settlement Institution,
Custodian Bank, and Securities Firm.------
10.5 In case of transfer of the ownership of a share in the
Company, the original owner that has been registered in
the Company’s Register of Shareholders shall continue to
be deemed as a shareholder of the Company until the name
of a new shareholder has been recorded correctly in the
Company’s Register of Shareholders, without prejudice to
permission of the authorities.------
10.6 A person who obtains the title to shares as a result of
the death of a shareholder or for another reason causing
the ownership of a share to change under law by
submitting the evidence of the title as from time to time
required as a condition by the Board of Directors, shall
be eligible to submit an application in writing for the
purpose of registration as a shareholder.------
- 33 - Registration thereof shall be made possible only if the
Board of Directors can accept the evidence of the title,
without prejudice to the provisions in the articles of
association, and with due regard to the provisions of the
Stock Exchange where such shares have been listed.------
------ARTICLE 11 ------
------GENERAL MEETING OF SHAREHOLDERS ------
11.1 The Company’s GMS/RUPS shall consist of: ------
a. an annual GMS/RUPS, as contemplated in Article 12 of
these articles of association; and------
b. another GMS/RUPS held depending on necessity
(further on in the articles of association referred
to as an extraordinary GMS/RUPS).------
11.2 The term of GMS/RUPS shall, in these articles of
association, mean both, namely: the Annual GMS/RUPS and
extraordinary GMS/RUPS, unless explicitly specified
otherwise.
11.3 Conduct of a GMS/RUPS shall, as contemplated in Article
11 of these articles of association, be made possible at
the request of:------
a. 1 (one) or more shareholders jointly representing
1/10 (one tenth) or more of the total number of
voting shares;------
- 34 - b. the Board of Commissioners.------
11.4 The request for the conduct of such GMS/RUPS shall be
submitted to the Company’s Board of Directors by
registered mail along with the reasons therefor, a copy
of which shall be delivered to the Company’s Board of
Commissioners, and such request shall be made in
accordance with the Regulation of the OJK, namely:------
a. being made in good faith;------
b. taking into account the Company’s interests;------
c. constituting the request in need of a resolution by
a GMS/RUPS;------
d. being accompanied by the reasons therefor and the
fact that the materials are associated with the item
to be decided in such GMS/RUPS; and ------
e. being not in breach of laws and regulations
applicable thereto.------
11.5 The Board of Directors shall be obliged to give notice of
such GMS/RUPS to the Company’s shareholders within a
period of no later than 15 (fifteen) days as of the date
on which the request for the conduct of such GMS/RUPS is
received by the Board of Directors.------
11.6 If the Board of Directors does not give notice of such
GMS/RUPS, as contemplated in paragraph 11.5. of this
article, the shareholders may re-submit the request for
- 35 - the conduct of such GMS/RUPS to the Board of
Commissioners. ------
11.7 The Board of Commissioners shall be obliged to give
notice of such GMS/RUPS to the Company’s shareholders
within a period of no later than 15 (fifteen) days as of
the date on which the request for the conduct of such
GMS/RUPS is received by the Board of Commissioners.------
11.8 If neither the Board of Directors nor the Board of
Commissioners does not give notice of such GMS/RUPS
within a period as contemplated in paragraph 11.5. and
paragraph 11.7. of this article, the Board of Directors
or the Board of Commissioners shall be obliged to give
notice of the request of the Company’s shareholders for
the conduct of such GMS/RUPS and the reasons for the non-
conduct of such GMS/RUPS, within a period of no later
than 15 (fifteen) days of receipt of the request of the
Company’s shareholders for the conduct of such GMS/RUPS,
at least through:------
a. 1 (one) Indonesian-language daily newspaper of
nation-wide circulation;------
b. the website of the relevant Stock Exchange;------
c. the Company’s website, in Indonesian and foreign
languages, with the proviso that the foreign
language so used shall be at least English. In case
- 36 - of difference in the interpretation between the
information so announced in the foreign language and
that announced in the Indonesian language, the
information to be referred to shall be the
information in the Indonesian language.------
11.9 Evidence of the announcement of the GMS/RUPS, as
contemplated in paragraph 11.8. the sub-point of letter a
of this article together with a copy of the letter of
request for the conduct of the GMS/RUPS shall be
delivered to the OJK no later than 2 (dua) two) working
days after the announcement thereof.------
11.10 If the Board of Commissioners does not give notice of
such GMS/RUPS as contemplated paragraph 11.7., the
shareholders who have submitted the request for the
conduct of such GMS/RUPS may submit a request that a
GMS/RUPS be conducted to the Head of the Court of First
Instance whose jurisdiction includes the Company’s legal
domicile in order to decide the grant of permission for
the conduct of such GMS/RUPS.------
11.11 The Shareholders who have obtained the court ruling for
the conduct of such GMS/ RUPS shall be obliged to:------
a. give notice of, make a summons to the conduct of
such GMS/RUPS, and give notice of the summary of the
minutes of such GMS/RUPS so conducted in accordance
with the Regulation of the OJK. ------
- 37 - b. give notice of the planned conduct of a GMS/RUPS,
and the evidential items of the notice, of the
convening, of the minutes of such GMS/RUPS, and of
notice of the summary of the minutes of such
GMS/RUPS so conducted to the OJK in accordance with
the Regulation of the OJK.------
c. attach a document containing the names of
shareholders and the number of shares in the Company
so owned and having obtained the court ruling for
the conduct of such GMS/RUPS and the court ruling in
the notification as contemplated in the sub-point of
letter b above to the OJK relative to the planned
conduct of such GMS/RUPS.------
11.12 The shareholders who have requested the conduct of such
GMS/RUPS shall be prohibited from transferring their
shares within a period of at least 6 (six) months of such
GMS/RUPS, if the request for the conduct of such GMS/RUPS
is granted by the Board of Directors or Board of
Commissioners or decided by the relevant court. ------
------ARTICLE 12 ------
------ANNUAL GENERAL MEETING OF SHAREHOLDERS ------
12.1 The annual GMS/RUPS shall be held each year, no later than 6
(six) months after the Company’s financial year is closed on
31st (the thirty first day of) December year year. ------
- 38 - 12.2 The Board of Directors shall be of the authority to
conduct the annual GMS/RUPS.------
12.3 In the annual GMS/RUPS:------
a. the Board of Directors submits:------
(1) the Company’s annual report, as contemplated in
Article 24.4. to be approved by the annual
GMS/RUPS;
(2) the Company’s financial statements as
contemplated in Article 24.4. to be ratified by
the annual GMS/RUPS; ------
b. a resolution is made on the use of profits for the
financial year having recently ended and/or the
previous financial year, if the Company has a
positive profit balance to be approved by the annual
GMS/RUPS; ------
c. certified public accountants are appointed; ------
d. if necessary, the filling of the vacant positions of
the members of the Board of Directors and of the
members of the Board of Commissioners of the Company
and/or the appointment of members of the Board of
Directors and of those of the Board of Commissioners
of the Company;------
e. other items on the agenda may be decided as
appearing in the summons to the annual GMS/RUPS.----
- 39 - 12.4 Approval of the annual report and ratification of the
financial statements by the annual GMS/ RUPS shall mean
fully releasing and discharging the incumbent members of
the Board of Directors and those of the Board of
Commissioners from responsibility the management and
supervision carried out respectively during the past
financial year to the extent that such acts have been
reflected in the annual report and financial statements,
except for embezzlement, fraud, and other criminal acts.
12.5 The Board of Directors shall be obliged to hold the
annual GMS/RUPS at the request of the shareholders and/or
of the Board of Commissioners, as contemplated in Article
11.3. by complying with the Company’s provisions of the
articles of association.------
12.6 If the Board of Directors neglects or fails to hold the
annual GMS/RUPS at the request of the Board of
Commissioners, as contemplated in paragraph 12.5 of this
article, the Board of Commissioners will be entitled to
hold the annual GMS/RUPS in compliance with Company’s
provisions of the articles of association. The items
discussed in the annual GMS/RUPS shall be limited to
those communicated by the Board of Commissioners in the
registered letter contemplated in Article 11.4.------
12.7 If the Board of Directors neglects or fails to hold the
annual GMS/RUPS at the request of the shareholders, as
- 40 - contemplated in paragraph 12.5 of this article, the
shareholders concerned will re-submit the request to the
Board of Commissioners and the Board of Commissioners
shall be obliged to conduct the annual GMS/RUPS in
compliance with Company’s provisions of the articles of
association.------
The items discussed in the annual / GMS/RUPS shall be
limited to those delivered by the shareholders in the
registered letter contemplated in Article 11.4.------
12.8 If the Board of Directors or Board of Commissioners does
not hold the annual GMS/RUPS at the request of the
shareholders, as contemplated in Article 11.3., the
shareholders will be entitled to convene for themselves
the annual GMS/RUPS at the Company’s expense after
obtaining permission from the Head of the Court of First
Instance whose jurisdiction includes the Company’s legal
domicile with due regard to the requirements for notice
of the planned conduct of the annual GMS/RUPS and others
for the conduct of such GMS/RUPS as governed in the
Regulation of the OJK.------
12.9 Conduct of the annual GMS/RUPS, as contemplated in
paragraph 12.8 above shall be consistent with the ruling
of the Head of the Court of First Instance who has
granted such permission.------
- 41 - 12.10 Convening of the annual GMS/RUPS shall also include
notice that the annual report as contemplated in Article
24.4. has been available at the Company’s office no later
than 14 (fourteen) days prior to the date of such Meeting
and that copies of the balance sheet and profit and loss
account perhitungan of the recent financial year are
available from the Company at the request, in writing, of
the shareholders.------
------ARTICLE 13 ------
------EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ------
13.1 The Board of Directors shall be of the authority to
conduct an extraordinary GMS/RUPS.------
13.2 The Board of Directors shall be obliged to conduct such
extraordinary GMS/RUPS at the request of the shareholders
and/or the Board of Commissioners, as contemplated in
Article 11.3. in compliance with the provisions of the
Company’s articles of association.------
13.3 If the Board of Directors neglects or fails to hold the
extraordinary GMS/RUPS at the request of the Board of
Commissioners as contemplated in paragraph 12.2 of this
article, the Board of Commissioners will be entitled to
hold the extraordinary GMS/RUPS in compliance with the
provisions of the Company’s articles of association.-----
The items discussed in the extraordinary GMS/RUPS shall
be limited to those delivered by the Board of
- 42 - Commissioners in the registered letter contemplated in
Article 11.4.
13.4 If the Board of Directors neglects or fails to hold the
extraordinary GMS/RUPS at the request of the
shareholders, as contemplated in paragraph 13.2 of this
article, the shareholders concerned will re-submit the
request to the Board of Commissioners and the Board of
Commissioners shall be obliged to hold the extraordinary
GMS/RUPS in compliance with the provisions of the
Company’s articles of association.------
The items discussed in the extraordinary GMS/RUPS shall
be limited to those delivered by the shareholders in the
registered letter contemplated in Article 11.4. ------
13.5 If the Board of Directors or Board of Commissioners does
not hold the extraordinary GMS/RUPS at the request of the
shareholders, as contemplated in paragraph 13.2 of this
article, the shareholders will be entitled to convene for
themselves the extraordinary GMS/RUPS at the Company’s
expense after obtaining permission from the Head of the
Court of First Instance whose jurisdiction includes the
Company’s legal domicile with due regard to the
requirements for the notice of the planned conduct of the
extraordinary GMS/RUPS and others for the conduct of the
GMS/RUPS as governed in the Regulation of the OJK.------
13.6 Conduct of the extraordinary GMS/RUPS as contemplated in
paragraph 13.5 above shall be consistent with the ruling
- 43 - of the Head of the Court of First Instance who has
granted such permission. ------
------ARTICLE 14 ------
------PLACE, CHAIRMANSHIP AND MINUTES OF A GMS/RUPS ------
14.1 A GMS/RUPS shall be held in:------
a. the Company’s legal domicile; or------
b. the Company’s main place of business; or------
c. the provincial capital of the Company’s legal
domicile or main place of business; or------
d. the province of the legal domicile of the relevant
Stock Exchange where the Company’s shares are
listed. ------
14.2 Such GMS/RUPS shall obligatorily be held in the territory
of the Unitary State of the Republic of Indonesia.------
14.3 If the articles of association do not specify otherwise,
the GMS/RUPS will be presided over by:------
a. a member of the Board of Commissioners appointed by
the Board of Commissioners;------
b. In the absence and in the inability of all members
of the Board of Commissioners, for any reasons
whatsoever, of which case it is unnecessary to give
evidence to third parties, the GMS/RUPS shall be
- 44 - presided over by a member of the Board of Directors
appointed by the Board of Directors;------
c. In the absence and in the inability of all members
of the Board of Directors for any reasons
whatsoever, the GMS/RUPS shall be presided over by
any of the shareholders being present in the
GMS/RUPS elected from and by the attendees of the
GMS/RUPS. ------
14.4 In case of conflict of interest, as contemplated in
Article 16.10. of these articles of association, so:-----
a. If the member of the Board of Commissioners so
elected by the Board of Commissioners has conflict
of interest in the items to decide in the GMS/RUPS,
so the GMS/RUPS will be chaired by another member of
the Board of Commissioners having no conflict of
interest, so elected by the Board of Commissioners;-
b. If all the members of the Board of Commissioners
have conflict of interest, the GMS/RUPS will be
chaired by one of the Directors so elected by the
Board of Directors;------
c. If the one of the Directors so elected by the Board
of Directors has conflict of interest in the items
to decide in the GMS/RUPS, so the GMS/RUPS will be
- 45 - presided over by a member of the Board of Directors
having no conflict of interest;------
d. If all the members of the Board of Directors have
conflict of interest, the GMS/RUPS will be chaired
by one of the non-controlling shareholders so
elected by a majority of other shareholders being
present in the GMS/RUPS.------
14.5 Of all the items discussed and decided in the GMS/RUPS,
Minutes of the Meeting will be taken by a Notary Public.
The Minutes of the Meeting will be valid evidence to all
the shareholders and third parties regarding the
resolutions and all the things occurring in the GMS/RUPS.
------ARTICLE 15 ------
NOTICE, ANNOUNCEMENT, CONVENING, AND TIME OF THE CONDUCT OF A
------GENERAL MEETING OF SHAREHOLDERS ------
15.1 a. The Company shall be obliged first to give the
announcement of the agenda of the Meeting to the OJK
no later than 5 (five) working days prior to the
announcement of the GMS/RUPS, exclusive of the date
of announcement of the GMS/RUPS.------
b. The agenda of the Meeting as contemplated in
paragraph 15.1. the sub-point of letter a shall
obligatorily be disclosed clearly and in detail.----
- 46 - c. In case of change of the agenda of the Meeting as
contemplated in paragraph 15.1. the sub-point of
letter b, the Company shall be obliged to give the
announcement of the change to the OJK no later than
the time of convening the GMS/RUPS. ------
15.2 a. Announcement of the GMS/RUPS shall be given no later
than 14 (fourteen) days prior to the convening of
the GMS/RUPS, exclusive of the date of announcement
and that of the convening of the GMS/RUPS.------
b. Announcement of the GMS/RUPS as contemplated in
paragraph 15.2. the sub-point of letter a above,
shall at least contain:------
(1) the provisions on the shareholders being
entitled to be present in the GMS/RUPS;------
(2) the provisions on the shareholders being
entitled to recommend the agenda of the
Meeting;------
(3) the date of conduct of the GMS/RUPS;------
(4) the date of convening the GMS/RUPS;------
(5) If the GMS/RUPS is held at the request of the
Company’s shareholders, it shall be obliged to
contain information that the Company will be
holding the GMS/RUPS at the request of the
shareholders.------
- 47 - c. Announcement of the GMS/RUPS, shall be given at
least by placing an advertisement in at least:------
(1) 1 (one) Indonesian-language daily newspaper of
nation-wide circulation;------
(2) the website of the relevant Stock Exchange;----
(3) the Company’s website, in Indonesian and
foreign languages, with the proviso that the
foreign language so used shall be at least
English. In case of difference in the
interpretation between the information so
announced in the foreign language and that
announced in the Indonesian language, the
information to be referred to shall be the
information in the Indonesian language.------
d. Evidence of the announcement of the GMS/RUPS, as
contemplated in paragraph 15.2. the sub-point of
letter c of figure (1) above together with a copy of
the letter of request for the conduct of the
GMS/RUPS (if the GMS/RUPS is held at the request of
the shareholders), shall obligatorily be given to
the OJK no later than 2 (two) working days after the
announcement of the GMS/RUPS.------
15.3 a. the convening of the GMS/RUPS shall be no later than
21 (twenty one) days prior to the GMS/RUPS,
- 48 - exclusive of the date of convening and that of the
GMS/RUPS.------b. the convening of the GMS/RUPS shall be by placing an
advertisement in at least:------
(1) 1 (one) Indonesian-language daily newspaper of
nation-wide circulation;------
(2) the website of the relevant Stock Exchange;----
(3) the Company’s website, in Indonesian and
foreign languages, with the proviso that the
foreign language so used shall be at least
English. In case of difference in the
interpretation between the information so
announced in the foreign language and that
announced in the Indonesian language, the
information to be referred to shall be the
information in the Indonesian language.------c. Evidence of the convening of the GMS/RUPS, as
contemplated in paragraph 15.3. the sub-point of
letter c figure (1), shall obligatorily be given to
the OJK no later than 2 (two) working days after the
convening of the GMS/RUPS.------e. The summons to the GMS/RUPS shall obligatorily to
contain at least: the date, time, place, the
provisions on the shareholders being entitled to be
- 49 - present in the GMS/RUPS, agenda of the Meeting
including the explanatory note on each item on the
agenda of the Meeting and notice that the materials
associated with the agenda of the Meeting have been
available to the shareholders at the Company’s
office as of the convening date to the conduct of
the GMS/RUPS.------
15.4 a. The Company shall be obliged to make available the
materials of the agenda of the Meeting to the
shareholders as of the date of convening the
GMS/RUPS to the conduct of the GMS/RUPS, unless
other laws and regulations govern the obligation of
earlier availability of the materials of the agenda
of the Meeting;------
b. The materials being available of the agenda of the
Meeting may take the form of a copy of the physical
documents and/or a copy of the electronic documents
given free of charge at the Company’s office at the
request, in writing, of the shareholders; or are
accessible or can be downloaded through the
Company’s website;------
c. If the item on the agenda of the Meeting concerns
the appointment of the members of the Board of
Directors and/or of the members of the Board of
Commissioners, the curriculum vitae of each
- 50 - prospective member of the Board of Directors and/or
of each prospective member of the Board of
Commissioners who will be appointed shall
mandatorily be available on the Company’s website at
least as of the convening of the conduct of the
GMS/RUPS or at another time, but no later than at
the conduct of the GMS/RUPS, to the extent this
matter is governed in laws and regulations.------
15.5 a. The Company shall be obliged to make corrections of
the convening of the GMS/RUPS in case of change of
information on the convening of the GMS/RUPS already
done.------
b. If the errata of the convening of the GMS/RUPS
contain information on the change of the date of
conduct of the GMS/RUPS and/or on the addition to
the agenda of the GMS/RUPS, the Company will be
obliged to re-convene the meeting. ------
c. The provisions on the obligation to re-convene the
GMS/RUPS will not apply if the errata of the
convening of the GMS/RUPS concerning the change of
the date of the conduct of and/or the addition to
the agenda of the GMS/RUPS are made not through the
fault of the Company.------
d. Evidence of the errata of the convening, as
contemplated in paragraph 15.5. of the sub-point of
- 51 - letter c, shall be delivered to the OJK on the same
day as the making of the errata of the convening.---
15.6 a. Convening of a second GMS/RUPS shall be done at
least 7 (seven) days prior to the second GMS/RUPS,
exclusive of the convening date and that of the
GMS/RUPS and together with the information that the
first GMS/RUPS has been held but fails to fulfill
the quorum of attendance.------
b. Second GMS/RUPS shall be held 10 (ten) days at the
earliest and 21 (twenty one) days at the latest
after the conduct of the first GMS/RUPS.------
c. Convening of a third GMS/RUPS at the request of the
Company shall be decided by the OJK which convening
specifies that the second GMS/RUPS has been held but
fails to fulfill the quorum of attendance.------
d. The date and time of the GMS/RUPS shall be decided
by the party being entitled to conduct the GMS/RUPS
by complying with the provisions on the notice of
and summons to a GMS/RUPS.------
15.7 Recommendations by the shareholders shall be included in
the agenda of the GMS/RUPS if: ------
(a) such recommendations have been put forward in
writing to the Board of Directors by one or more
shareholders (jointly) representing at least 1/20
- 52 - (one twentieth) of the total number of valid voting
shares issued by the Company;------
(b) such recommendations have been received by the Board
of Directors at least 7 (seven) days prior to the
issue of the convening date for the Meeting; and----
(c) according to the Board of Directors, such
recommendations are deemed to be directly associated
with the Company’s business.------
------ARTICLE 16 ------
------QUORUM, VOTING RIGHTS AND RESOLUTIONS ------
16.1 a. Unless specified otherwise in statute and/or in the
Company’s articles of association, a GMS/RUPS
regarding the items decided in such GMS/RUPS,
including the issue Equity Securities will be valid
and be entitled to make valid and binding
resolutions, if in such GMS/RUPS over ½ (one half)
of the total number of lawful voting shares are
present/ represented. ------
b. if the quorum as contemplated in Article 16.1. the
sub-point of letter a is not met, the convening of
the second GMS/RUPS will be made possible without
being preceded by the notice of the second GMS/RUPS.
c. Second GMS/RUPS will be valid and be entitled to
make binding if in such GMS/RUPS at least 1/3 (one
third) of the total number of lawful voting shares
- 53 - issued by the Company are present and/or
represented, unless the articles of association
determine a larger quorum.------
d. If the quorum of the second GMS/RUPS is not met, at
the Company’s request, the quorum of attendance,
number of votes to make resolutions, convening, and
time of the conduct of the GMS/RUPS will be decided
by the OJK.------
16.2 a. The shareholders being entitled to be present in the
GMS/RUPS shall be the shareholders whose names are
recorded in the Company’s Register of Shareholders.
1 (one) working day prior to the convening of the
GMS/RUPS. In case of errata of the convening as
contemplated in paragraph 15.5, the shareholders
being entitled to be present in the GMS/RUPS shall
be the shareholders whose names are recorded in the
Company’s Register of Shareholders 1 (one) working
day prior to the errata of the convening of the
GMS/RUPS. ------
b. A shareholder may be represented in the GMS/RUPS by
another shareholder or person under a power of
attorney. The power of attorney shall be made and
signed in the form as determined by the Company’s
Board of Directors, without prejudice to other laws
and regulations applicable thereto on civil evidence
- 54 - and be submitted to the Board of Directors at least
3 (three) working days prior to the date on which
the GMS/RUPS is held.------
16.3 The Chair of the Meeting shall be entitled to demand that
the power of attorney to represent the shareholder be
produced to him/her when the GMS/RUPS proceeds.------
16.4 In the Meeting, each share gives the right to the owner
to cast 1 (one) vote.------
16.5 The members of the Board of Directors, those of the Board
of Commissioners, and employees of the Company may act as
a proxy in the Meeting, but the votes they cast as such
proxy in the Meeting will not be counted in vote casting.
16.6 Votes of a person shall be cast by means of a ballot with
no signature, and votes of other matters shall be cast
verbally, unless the Chair of the Meeting specifies
otherwise with no objection by 1 (one) or more
shareholders jointly representing at least 1/10 (one
tenth) of the total number of lawful voting shares issued
by the Company.------
16.7 The voting shareholders being present in the GMS/RUPS,
but casting no vote (abstaining) will be deemed to have
cast the same votes as those of the majority of the
voting shareholders.------
- 55 - 16.8 All resolutions shall be made under deliberations for a
consensus.------
If resolutions under deliberations for a consensus cannot
be made, resolutions will be made by means of vote
casting based on votes “for” totaling over ½ (one half)
of the total number of voting shares being present in the
GMS/RUPS, unless the articles of association specify
otherwise. If the number of votes ‘for’ and that of votes
‘against’ are equal, so if it concerns a person, the
resolution will be based on a ballot with no signature
and if it concerns other matters, the motion shall be
deemed to have been rejected. ------
16.9 A GMS/RUPS to transfer any of the Company’s assets or
make debt security any of the Company’s assets forming
over 50% (fifty percent) of the Company’s net total
assets in one or more transactions associated with each
other or otherwise, consolidation, merger, takeover,
separation, submission of an application for the Company
to be declared bankrupt, extension of the Company’s
duration of existence and dissolution, shall be done
under the following provisions:------
a. The GMS/RUPS will be valid and be entitled to make
valid and binding resolutions, if in the GMS/RUPS at
least ¾ (three fourths) of the total number of
lawful voting shares are present or represented and
- 56 - such resolutions will be valid if agreed on by over
¾ (three fourths) of the total number of voting
shares are present in the GMS/RUPS.------
b. If the quorum as contemplated in Article 16.9, the
sub-point of letter a is not met, in the second
GMS/RUPS, resolutions will be valid if the meeting
is attended by the shareholders representing at
least 2/3 (two thirds) of the total number of lawful
voting shares and if the resolutions are agreed on
by over ¾ (three fourths) of the total number of
lawful voting shares being present in the GMS/RUPS;
and------
c. If the quorum of attendance, as contemplated in
paragraph 16.9. the sub-point of letter b above is
not met, so at the Company’s request, the quorum
attendance, number of votes to make resolutions,
convening and time for the conduct of the GMS/RUPS
will be decided by the OJK.------
16.10 A GMS/RUPS to approve transactions having conflict of
interest shall be done under the following provisions:---
a. the shareholders having conflict of interest will be
deemed to have made the same resolutions as those
agreed on by the independent shareholders having no
conflict of interest.------
- 57 - b. Such GMS/RUPS shall be attended by the independent
shareholders representing over ½ (one half) of the
total number of lawful voting shares owned by the
independent shareholders and such resolutions will
be valid if agreed on by the independent
shareholders representing over ½ (one half) of the
total number of lawful voting shares owned by the
independent shareholders. ------c. If the quorum as contemplated in Article 16.10. the
sub-point of letter a is not met, so in the second
GMS/RUPS, resolutions will be valid if the meeting
is attended by the independent shareholders
representing over ½ (one half) of the total number
of lawful voting shares owned by the independent
shareholders and if agreed on by over ½ (one half)
of the total number of shares owned by the
independent shareholders being present in the
GMS/RUPS; and ------d. If the quorum of attendance as contemplated in
paragraph 16.10. the sub-point of letter c above is
not met, at the Company’s request, the quorum of
attendance, number of votes to make resolutions,
convening and time of the conduct of the GMS/RUPS
will be decided by the OJK. The resolutions of the
GMS/RUPS will be valid if agreed on by the
- 58 - independent shareholders representing over 50%
(fifty percent) of the shares owned by the
shareholders being present.------
e. the shareholders having conflict of interest will be
deemed to have made the same resolutions as those
agreed on by the independent shareholders having no
conflict of interest.------
f. the holders of lawful voting shares being present in
the GMS/RUPS, but abstaining (casting no votes) will
be deemed to have cast the same votes as those of
the majority voting shareholders. ------
16.11 If in the first GMS/RUPS contemplated in paragraph 16.9.
the sub-point of letter a and paragraph 16.10. the sub-
point of letter a the specified quorum is not met, a
second GMS/RUPS may be held in accordance with the
provisions of these articles of association.
16.12 If the second GMS/RUPS does not meet the quorum either, a
third GMS/RUPS may be held in accordance with the
provisions of these articles of association.------
16.13 Any item put forward by the shareholders during
discussion or vote casting in the GMS/RUPS shall meet all
the requirements, as follows:------
- 59 - a. according to the Chair of the Meeting, the item is
directly associated with one of the items on the
agenda of the Meeting; and------
b. according to the Board of Directors the
recommendation is deemed to be directly associated
with the Company’s business.------
------ARTICLE 17 ------
------BOARD OF DIRECTORS ------
17.1 The Company shall be managed and be led by a Board of
Directors consisting of at least 2 (two) members, namely
one President Director and one Vice President Director or
Director.------
17.2 With due regard to the provision of regulations
applicable to Capital Markets and laws and regulations
applicable thereto in the Republic of Indonesia, the
appointment, dismissal and change of the composition of
members of the Board of Directors shall be decided in a
GMS/RUPS of the Company.------
17.3 Those being eligible for appointment as a member of the
Board of Directors shall be individuals who meet the
requirements at the time of appointment and while holding
the position:------
a. having good ethics, moral and integrity;------
b. being capable of doing legal acts;------
- 60 - c. within 5 (five) years before being appointed and
while holding the position:------
(1) having never been declared bankrupt;------
(2) having never been a member of the Board of
Directors and/or that of the Board of
Commissioners, declared guilty of causing a
business company to be declared bankrupt;------
(3) having never been convicted of a criminal act
harming the state finances and/or associated
with the financial sector; and------
(4) having never been a member of the Board of
Directors and/or of the Board of Commissioners
who, while holding the position, once failed to
conduct the annual GMS/RUPS, whose
accountability as such member of the Board of
Directors and/or of the Board of Commissioners
was once unacceptable to a GMS/RUPS; or who
once failed to give his/her accountability as a
member of the Board of Directors and/or of the
Board of Commissioners to such GMS/RUPS; who
once caused a business company, which had
obtained permits, approvals, or registrations
from the OJK, to fail to meet the obligation of
submitting the annual report and/or financial
statements to the OJK.------
- 61 - d. having the commitment to comply with laws and
regulations.
e. having knowledge of and/or expertise in the field
the Company needs.------
17.4 The Board of Directors that will be holding the positions
shall be obliged to submit a statement of satisfaction of
the requirements, as contemplated in paragraph 17.3., to
the Company.------
17.5 The members of the Board of Directors shall be appointed
as of the date specified by the GMS/ RUPS that has so
done them until the closing of the 3rd (third) annual
GMS/RUPS held after the date of the GMS/RUPS that has so
done the members of the Board of Directors, without
prejudice to the rights of the GMS/RUPS to dismiss them
from time to time.------
Members of the Board of Directors whose length of service
has expired shall be capable of re-appointment.------
A person appointed to replace a member of the Board of
Directors who has resigned or been dismissed, as
contemplated in the under-mentioned paragraphs 17.10. and
17.7. or to fill the vacant position of a member of the
Board of Directors; or as an addition to the existing
members of the Board of Directors, shall hold the
position for a term forming the remaining length of
- 62 - service of the other incumbent members of the Board of
Directors.------
17.6 A member of the Board of Directors shall only be eligible
to hold two positions at the same time, as governed and
specified in the OJK regulations and other laws and
regulations, governing more strictly.------
17.7 A GMS/RUPS shall be entitled to dismiss such member of
the Board of Directors from time to time, including,
among others, if he/she does not meet the requirements,
as contemplated in paragraph 17.3., after the member of
the Board of Directors has been given a chance to be
present in such GMS/RUPS for the purpose of self-defense.
The dismissal shall come into force as of the closing of
the Meeting that has decided the dismissal, unless the
GMS/RUPS determines another effective date.------
17.8 One or more members of the Board of Directors shall be
subject to suspension from, his/her (their) position(s)
by the Board of Commissioners under a resolution of a
Meeting of the Board of Commissioners and such suspension
shall mandatorily be notified in writing to the member of
the Board of Directors by specifying the reasons therefor
with due regard to the provisions in this article. The
Company’s Board of Commissioners shall be obliged to hold
a GMS/RUPS within a period of no later than 90 (ninety)
days after the date of suspension in order to revoke or
- 63 - confirm the resolution of suspension and to give a chance
to the member of the Board of Directors defend
him/herself in case of attendance of the member of the
Board of Directors in the relevant GMS/RUPS. If upon a
lapse of the period contemplated by the GMS/RUPS, no
GMS/RUPS has been conducted, the suspension of the member
of the Board of Directors will lapse.------
17.9 The member of the Board of Directors so suspended shall,
as contemplated, be of no authority to manage the Company
in accordance with purpose and objective of the Company,
and represent the Company both in and out of court. The
restriction to the authority shall take effect as of the
resolution on the suspension by the Board of
Commissioners through the existence of another by a
GMS/RUPS or the expiry of the period, as contemplated in
the above-mentioned paragraph 17.8.------
17.10 a. A member of the Board of Directors shall be entitled
to resign from his/her position by giving notice in
writing of his/her intention to the Company at least
30 (thirty) days before the date of his/her
resignation. ------
b. The Company shall be obliged to hold a GMS/RUPS in
order to decide the application for the resignation
of the member of the Board of Directors within a
period of no later than 90 (ninety) days of receipt
of the letter of resignation.------
- 64 - c. The Company shall be obliged to adopt a policy on
informational openness to the public and to submit
the letter to the OJK no later than 2 (two) working
days upon receipt of the letter of resignation and
the proceedings of the GMS/RUPS, as contemplated in
paragraph 17.10. the sub-point of letter b.------
17.11 If the position of President Director gets vacant and so
long as the replacement thereof has not yet been
appointed or not yet held the position, one of the
Directors appointed by the Meeting of the Board of
Directors will perform President Director’s duties and
have the same authority and responsibility as President
Director.------
17.12 If for any cause whatsoever, all positions of the members
of the Board of Directors become vacant, within a period
of 90 (ninety) days of the vacancies a GMS/RUPS shall be
held in order to appoint a new Board of Directors, and
for the time being, the Company shall be managed by
members of the Board of Commissioners.------
17.13 a. The amount of the salary and benefits and allowances
of each member of the Board of Directors shall be
decided by a GMS/RUPS.
b. The authority of such GMS/RUPS may, as contemplated
in paragraph 17.13. the sub-point of letter a above,
be delegated to the Board of Commissioners.
- 65 - c. Where the authority of the GMS/RUPS is, as
contemplated in paragraph 17.13. the sub-point of
letter a above, delegated to the Board of
Commissioners, amount of the salary and benefits and
allowances will be decided under a resolution of a
meeting of the Board of Commissioners.------
17.14 The position of a member of the Board of Directors will
expire automatically, if such member of the Board of
Directors: ------
a. is declared bankrupt or put under custody under a
court ruling; or ------
b. is dismissed as governed in paragraph 17.7. of this
article; or ------
c. is prohibited from becoming a member of the Board of
Directors because of the provision of a law and
regulation applicable thereto; or ------
d. resigns with notice in writing as governed in
paragraph 17.10. of this article; or ------
e. dies. ------
17.15 A recommendation for the appointment, dismissal, and/or
replacement of a member of the Board of Directors to a
GMS/RUPS shall pay attention to a recommendation from the
Board of Commissioners or committee performing the
function of nomination.------
- 66 ------ARTICLE 18 ------
DUTIES, RESPONSIBILITIES, AND POWERS OF THE BOARD OF DIRECTORS
18.1 The Board of Directors shall fully be responsible for the
management of the Company in the interests of the Company
and in the achievement of its purpose and objective of
the Company.------
The main duties of the Board of Directors shall be:------
a. to preside over and manage the Company in accordance
with the Company’s objective;------
b. to control, maintain, and manage the Company’s
assets in the interest of the Company.------
18.2 Each member of the Board of Directors shall, in good
faith and with full responsibility, be obliged to perform
his/her duties with due regard to laws and regulations
applicable thereto. ------
18.3 The Board of Directors shall be eligible to form a
committee, relative to which the Board of Directors shall
be obliged to evaluate the performance of the committee
every end of the financial year.------
18.4 Each member of the Board of Directors shall be
responsible both jointly and severally for the Company’s
losses caused by the fault or neglect of such member of
the Board of Directors in performing his/her duties. No
- 67 - member of the Board of Directors shall be held
responsible for the Company’s losses if he/she can prove:
a. that such losses are not through his/her own fault
or neglect;------
b. that he/she has done the managing thereof in good
faith, with full responsibility, and prudence in the
interests of and in accordance with the purpose and
objective of the Company;------
c. that he/she has no conflict of interest, both direct
and indirect in the act of management so having
caused such losses; and------
d. that he/she has taken action in order to prevent
such losses from arising or continuing.------
18.5 The Board of Directors shall represent the Company
lawfully and directly both in court and out of court on
all respects and in all occurrences, bind the Company to
other parties and such other parties to the Company, and
perform all acts, in relation to management and
ownership, but with the limitations that:------
a. borrowing or lending monies for and on behalf of the
Company, where these acts exclude withdrawing money
from the credit already opened;------
- 68 - b. acquiring and/or purchasing goods, disposing of
and/or selling, mortgaging, encumbering and pledging
fixed assets;------
c. disposing of and/or selling, mortgaging, encumbering
and pledging fixed goods;
d. binding the Company as a guarantor;------
e. doing equity participation or waiving equity
participation in another company without prejudice
to permission of the authorities;------
shall be with the consent of the Board of Commissioners.-
18.6 The legal act of transferring any of the Company’s assets
or making debt security over 50% (fifty percent) of the
Company’s net total assets in one or more transactions,
associated with each other or otherwise, shall be
approved by a GMS/ RUPS as contemplated in Article 16.9.
of the Company’s articles of association.------
18.7 The legal act, contemplated in paragraph 18.4. above
shall also obligatorily be announced in 2 (two)
Indonesian-language daily newspapers circulating in the
Company’s legal domicile no later than 30 (thirty) days
as of the conduct of the legal act.------
18.8 As to the conduct of a legal act in which there is
conflict of interest between the personal economic
interest of a member of the Board of Directors, of the
- 69 - Board of Commissioners or of a shareholder and that of
the Company, the consent of a GMS/RUPS shall be required
as a condition, as contemplated in Article 16.10. of the
Company’s articles of association.------
18.9 a. None of the members of the Board of Directors shall
be of the authority to represent the Company if:----
(1) a law case arises before a court between the
Company and such member of the Board of
Directors; or------
(2) such member of the Board of Directors has
interests in conflict with those of the
Company.------
b. In the case referred to in paragraph 18.9. the sub-
point of letter a above, the Company shall be
represented by another member of the Board of
Directors and if all the members of the Company’s
Board of Directors are involved in a law case with
the Company before a court or have interests in
conflict with those of the Company, so in such case,
it is the Company’s Board of Commissioners that is
entitled to act for and on behalf of, and to
represent the Company, without prejudice to the
provision of paragraph 18.9. of this article or
another party appointed by a GMS/RUPS where all the
members of the Board of Directors or those of the
- 70 - Board of Commissioners have interests in conflict
with those of the Company.------
18.10 a. Division and distribution of the duties and powers
of management among the members of the Board of
Directors shall be decided under a resolution of a
GMS/RUPS.------
b. Where such GMS/RUPS, as contemplated in paragraph
18.10. the sub-point of letter a above does not
decide, the division and distribution of the duties
and powers of the members of the Board of Directors
shall be based on a resolution of the Board of
Directors.------
18.11 Without prejudice to the provision of Article 18
paragraph 18.2., paragraph 18.8. and paragraph 18.10. of
the Company’s articles of association, President Director
shall have the right and authority to act for and on
behalf of the Board of Directors and to represent the
Company. In the absence of President Director for any
cause whatsoever, of which case it is unnecessary to give
evidence to third parties, at least 2 (two) other members
of the Board of Directors will have the right and
authority to act for and on behalf of the Board of
Directors and to represent the Company.------
18.12 Without reducing its responsibility, the Board of
Directors shall, for a particular act, also be entitled
- 71 - to appoint one or more persons as its representative or
attorney-in-fact under the requirements specified by the
Board of Directors in a special power of attorney, and
such authority shall be exercised in accordance with the
provisions of the Company’s articles of association. ----
------ARTICLE 19 ------
------MEETINGS OF THE BOARD OF DIRECTORS ------
19.1 The Board of Directors shall be obliged to hold a Meeting
of the Board of Directors periodically at least 1 (one)
time monthly and anytime if deemed necessary at the
request of President Director or of one or more members
of the Board of Directors, or of a Meeting of the Board
of Commissioners or, in writing, of 1 (one) or more
shareholders jointly owning at least 1/10 (one tenth) of
the total number of lawful voting shares, issued by the
Company.------
19.2 The Board of Directors shall be obliged to hold a Meeting
of the Board of Directors with the Board of Commissioners
periodically at least 1 (one) time in 4 (four) months in
the context of the Board of Directors needing directions
or reporting the management of the Company to the Board
of Commissioners.------
19.3 Attendance of the members of the Board of Directors, as
contemplated in paragraph 19.1. and paragraph 19.2. shall
mandatorily be disclosed in the Company’s annual report.-
- 72 - 19.4 The Board of Directors shall schedule an obligatory
meeting of the Board of Directors, as contemplated in
this article next year prior to expiry of the financial
year. The materials of the meeting so scheduled shall be
communicated to attendees no later than 5 (five) days
prior to such meeting.------
19.5 In case of a meeting held beyond the schedule arranged,
as contemplated in paragraph 19.4. of this article, the
materials of the meeting shall be communicated to
attendees at the latest prior to such meeting. ------
19.6 Convening of such Meeting of the Board of Directors shall
be done by the member of the Board of Directors being
entitled to represent the Board of Directors pursuant to
the provision of Article 18 of the articles of
association.------
19.7 A written summons to such Meeting of the Board of
Directors shall be delivered by hand to each member of
the Board of Directors by receiving an acknowledgment, or
by facsimile confirmed with a registered letter at least
7 (seven) calendar days prior to such meeting, exclusive
of the date of the summons and that of such Meeting of
the Board of Directors. ------
If it is necessary to settle the items to discuss in such
Meeting of the Board of Directors, the convening period
may be shortened to not fewer than 3 (three) calendar
- 73 - days prior to such Meeting exclusive of the date of the
summons and that of the Meeting of the Board of
Directors.------
19.8 The summons to such Meeting of the Board of Directors
shall include the agenda, date, time, and place of such
Meeting of the Board of Directors.------
19.9 Such Meeting of the Board of Directors shall be held in
the Company’s legal domicile or main place of business
within the territory of the Republic of Indonesia at the
time and in the place specified by the member of the
Board of Directors who has convened such Meeting. ------
If all the members of the Board of Directors are present
or are represented, such prior summons will not be
required as a condition and such Meeting of the Board of
Directors may be held anywhere and be entitled to make
valid and binding resolutions. ------
19.10 Such Meeting of the Board of Directors shall be presided
over by President Director. In the absence or in the
inability of President Director for any reasons
whatsoever, of which case it is unnecessary to give
evidence to third parties, such Meeting of the Board of
Directors shall be presided over by a member of the Board
of Directors elected by and from among the members of the
Board of Directors being present in such Meeting of the
Board of Directors.------
- 74 - 19.11 A member of the Board of Directors may be represented at
such meeting of the Board only by another member of the
Board, under a power of attorney. ------
19.12 Such meeting of the Board of Directors shall be valid and
be entitled to make valid and binding resolutions if more
than ½ (one half) of the members of the Board are present
or are represented at such meeting. ------
19.13 Resolutions of such meeting of the Board of Directors
shall be made on the basis of deliberations for a
consensus. In case of failure thereof, such resolutions
shall be made by an ordinary vote casting based on a
majority of votes.------
19.14 If the number of votes ‘for’ and that of votes ‘against’
are equal, the recommendation or motion shall be deemed
to be refused. ------
19.15 a. Each member of the Board of Directors being present
shall be entitled to cast 1 (one) vote and 1 (one)
additional vote for each member of the Board that
he/she represents lawfully.------
b. Votes of a person shall be cast by means of a ballot
with no signature; those of other matters, verbally,
unless the Chair of the meeting specifies otherwise
with none of those present raising an objection
thereto based on a majority of votes of those being
present. ------
- 75 - c. Blank or invalid votes shall be considered to have
not been cast lawfully, and to be inexistent, and
shall not be counted in determining the number of
votes cast. ------
19.16 The minutes of such Meeting of the Board of Directors
shall be taken by one being present in such meeting and
appointed by the Chair of such meeting and further be
signed by all the members of the Board of Directors being
present and be delivered to all members of the Board of
Directors. These minutes shall constitute valid evidence
to the members of the Board of Directors and to third
parties, of the resolutions made in such meeting and be
documented by the Company.------
If the minutes are taken by a notary public, the signing
thereof will not be required as a condition.------
19.17 The proceedings of such meeting shall, as contemplated in
paragraph 19.2, obligatorily be worded in the minutes of
such meeting, be signed by the members of the Board of
Directors and those of the Board of Commissioners being
present, and be delivered to all members of the Board of
Directors and those of the Board of Commissioners. If any
of the members of the Board of Directors and/or of those
of the Board of Commissioners does not signed the
proceedings, as contemplated in paragraph 19.16. and this
paragraph, the member will be obliged to specify the
- 76 - reasons therefor in writing in a separate letter attached
to the minutes of such meeting.------
19.18 The Board of Directors may also make valid and binding
resolutions without having to hold a meeting of the
Board, on the understanding that all members of the Board
have been given notice in writing of the motions and that
all the members of the Board of Directors have agreed on
the motions submitted in writing, and signed the
approval.------
Such resolutions so made shall have the same legal force
as those made lawfully at a meeting of the Board of
Directors. ------
------ARTICLE 20 ------
------BOARD OF COMMISSIONERS ------
20.1 The Board of Commissioners shall consist of at least 2
(two) members of the Board of Commissioners and 1 (one)
thereof be appointed as President Commissioner. If the
Board of Commissioners consists of 2 (two) members of the
Board of Commissioners, 1 (one) thereof will be an
Independent Commissioner. If the members of the Board of
Commissioners consists of more than 2 (two) members of
the Board of Commissioners, the number of Independent
Commissioners shall be at least 30% (thirty percent) of
the total number of members of the Board of
Commissioners.------
- 77 - 20.2 Those being eligible for appointment as a member of the
Board shall be individuals who meet the requirements
specified by laws and regulations applicable thereto,
including, among others, OJK Regulations. The Company
shall mandatorily hold a GMS/RUPS in order to replace
members of the Board of Commissioners who, in the length
of service no longer meet the above-mentioned
requirements.------
20.3 With due regard to regulatory provisions applicable to
Capital Markets, and to laws and regulations applicable
in the Republic of Indonesia, the appointment, dismissal,
and change of the composition of members of the Board of
Commissioners shall be decided in a GMS/RUPS.------
20.4 A member of the Board of Commissioners shall only be
eligible to hold two positions at the same time, as
governed and specified in the OJK regulations and other
laws and regulations, governing more strictly.------
20.5 The members of the Board of Commissioners shall be
appointed as of the date of the GMS/ RUPS that has so
done them until the closing of the 3rd (third) annual GMS/
RUPS held after the date of the GMS/RUPS that has so done
the members of the Board of Commissioners, without
prejudice to the rights of the GMS/RUPS to dismiss them
from time to time.------
Members of the Board of Commissioners whose length of
service has expired shall be capable of re-appointment.--
- 78 - A person appointed to replace a member of the Board of
Commissioners who has resigned or been dismissed, as
contemplated in the under-mentioned paragraph 20.7. and
paragraph 20.8. or to fill the vacant position of a
member of the Board of Commissioners or as an addition to
the existing members of the Board of Commissioners, shall
be appointed for a term forming the remaining length of
service of the other incumbent members of the Board of
Commissioners. ------
20.6 An Independent Commissioner who has held his/her position
for 2 (two) periods of service, shall be capable of re-
appointment in the subsequent period as long as such
Independent Commissioner declares that he/she remains
independent to the GMS/RUPS, disclosed in the annual
report. If such Independent Commissioner is on the Audit
Committee, such Independent Commissioner shall be capable
of re-appointment on the Audit Committee only for 1 (one)
period of service in the next Audit Committee. ------
20.7 A GMS/RUPS shall be entitled to dismiss such member of
the Board of Commissioners from time to time after such
member of the Board of Commissioners has been given a
chance to be present in the GMS/RUPS for the purpose of
self-defense.------
The dismissal shall come into force as of the closing of
the Meeting that has decided the dismissal, unless the
GMS/RUPS determines another effective date of dismissal.
- 79 - 20.8 The provisions on resignation of a member of the Board of
Directors shall, as contemplated in Article 17.10.,
mutatis mutandis (the necessary changes having been
made), also apply to a member of the Board of
Commissioners.------
20.9 The members of the Board of Commissioners shall each be
eligible for a salary or honorarium and benefits and
allowances as decided by a GMS/RUPS.------
20.10 The position of a member of the Board of Commissioners
will expire automatically, if such member of the Board of
Commissioners: ------
a. is declared bankrupt or put under custody under a
court ruling; or ------
b. is dismissed as governed in paragraph 20.7 of this
article; or------
c. is prohibited from becoming a member of the Board of
Commissioners because of the provision of a law and
regulation applicable thereto; or ------
d. resigns with notice in writing as governed in
paragraph 20.8 of this article; or------
e. dies.------
20.11 A recommendation for the appointment, dismissal, and/or
replacement of a member of the Board of Commissioners to
a GMS/RUPS shall pay attention to a recommendation from
- 80 - the Board of Commissioners or committee performing the
function of nomination.------
------ARTICLE 21 ------
------DUTIES, RESPONSIBILITIES, AND POWERS OF ------
------THE BOARD OF COMMISSIONERS ------
21.1 The Board of Commissioners shall supervise and be
responsible for the policies on management, course of
management in general, both of the Company and the
Company’s lines of business; advise the Board of
Directors and perform other things, as specified in the
Company’s articles of association.------
21.2 The Board of Commissioners shall be obliged to perform
the function of nomination, namely recommending someone
to be appointed in the position of member of the Board of
Directors or that of the Board of Commissioners and the
function of remuneration, namely fees specified and given
to the members of the Board of Directors and those of the
Board of Commissioners because of the status and role
given in accordance with the duties, responsibilities,
and powers of the members of the Board of Directors and
those of the Board of Commissioners. In performing the
functions, the Board of Commissioners shall be eligible
to set up a Nomination Committee and Remuneration
Committee separately, as governed in the OJK Regulations.
- 81 - 21.3 The members of the Board of Commissioners shall be
obliged to shall be obliged to perform its duties and
responsibilities, as contemplated in paragraph 21.1 of
this article, in good faith, with full responsibility,
and prudence.------
21.4 In support of the effectiveness of implementation of its
duties and responsibilities as contemplated in paragraph
21.1 of this article, the Board of Commissioners shall be
obliged to form an Audit Committee and be eligible for
the formation of another. The Board of Commissioners
shall obligatorily evaluate the performance of each
committee assisting in the implementation of its duties
and responsibilities at the end of each financial year. -
21.5 The provisions on the accountability of the Board of
Directors, as contemplated in Article 18.4 shall, mutatis
mutandis, also apply to the Board of Commissioners.------
21.6 The Board of Commissioners shall be eligible to perform
the act of managing the Company in certain circumstances
for a certain period.------
21.7 The members of the Board of Commissioners shall, both
jointly and severally, anytime during the Company’s
office hours, be entitled to examine all accounts,
letters and documents, and other items of evidence, check
and verify the condition of cash and other things, and to
- 82 - find out about all acts already performed by the Board of
Directors.------
21.8 The Board of Directors and each member of the Board of
Directors shall be obliged to give information on all
things relative to the Company, requested by the members
of the Board of Commissioners, as needed by the members
of the Board of Commissioners to perform their duties.---
21.9 A meeting of the Board of Commissioners shall anytime be
entitled to suspend one or more members of the Board of
Directors if such member of the Board of Directors acts
in contravention of the articles of association and/or
laws and regulations applicable thereto.------
Such suspension shall be notified in writing to the
member concerned, along with the reasons therefor.------
21.10 Within a period of 90 (ninety) days of such suspension,
the Company shall be obliged to hold a GMS/RUPS in order
to decide whether or not the member of the Board of
Directors will be dismissed permanently or be reinstated,
and the member of the Board of Directors so suspended
shall be given a chance to be present in order to defend
him/ herself against accusations against him/ herself.---
21.11 The GMS/RUPS referred to in paragraph 21.10. shall be
chaired by President Commissioner and in the absence of
President Commissioner, of which case it is unnecessary
- 83 - to give evidence to other parties, the Meeting will be
presided over by another member of the Board of
Commissioners being present at the Meeting and in the
absence of all members of the Board of Commissioners, of
which case it is unnecessary to give evidence to other
parties, the GMS/RUPS shall be presided over by someone
elected by and from among those shareholders and/or their
proxies being present at the Meeting.------
21.12 If the GMS/RUPS has not yet been held within 90 (ninety)
days of the suspension, so the suspension will
automatically be cancelled and the member of the Board of
Directors will be entitled to re-hold his/her original
position.------
21.13 If all members of the Board of Directors are suspended
and none of the members of the Board of Directors is
available, for the time being, the Board of Commissioners
shall be obliged to manage the Company.------
In such case, the Board of Commissioners shall be
entitled, for the time being, to grant authority to one
or more members of the Board of Commissioners to act for
and on behalf of, and represent the Company. ------
------ARTICLE 22 ------
------MEETINGS OF THE BOARD OF COMMISSIONERS ------
22.1 A meeting of the Board of Commissioners may be held
anytime, at least 1 (one) time in 2 (two) months, if
- 84 - deemed necessary by President Commissioner or by one of
the members of the Board of Commissioners or at the
request, in writing, of a Meeting of the Board of
Directors or, in writing, of one or more shareholders
jointly representing 1/10 (one tenth) of the total number
of lawful voting shares, issued by the Company.------
22.2 The Board of Commissioners shall be obliged to hold a
meeting with the Board of Directors periodically at least
1 (one) time in 4 (four) months in the context of the
Board of Commissioners performing supervision or giving
directions. Attendance of the members of the Board of
Commissioners, in the meeting shall mandatorily be
disclosed in the annual report.------
22.3 The provisions on the scheduling of the meeting and
submission or delivery of the materials of the meeting of
the Board of Directors shall, as contemplated in
paragraph 19.4. and paragraph 19.5., mutatis mutandis
also apply to the meeting of the Board of Commissioners.-
22.4 Convening of such Meeting of the Board of Commissioners
shall be done by President Commissioner. In the absence
of President Commissioner for any causes whatsoever, of
which case it is unnecessary to give evidence to other
parties, the convening of such Meeting of the Board of
Commissioners shall be done by another member of the
Board of Commissioners.------
- 85 - 22.5 The summons to such Meeting of the Board of Commissioners
shall be delivered by hand to each member of the Board of
Commissioners by hand, by receiving an appropriate
acknowledgment; or by telex or telefax, to be immediately
confirmed with a registered letter at least 14 (fourteen)
calendar days or in case of urgency at least 3 (three)
calendar days prior to such Meeting of the Board of
Commissioners, exclusive of the date of the summons and
that of such Meeting of the Board of Commissioners.------
22.6 The summons to such Meeting of the Board of Commissioners
shall include the agenda, date, time, and place of such
Meeting of the Board of Commissioners.------
22.7 Such Meeting of the Board of Commissioners shall be held
in the Company’s legal domicile or main place of business
within the territory of the Republic of Indonesia at the
time and in the place specified by the party who has
convened such Meeting.------
If all the members of the Board of Commissioners are
present or are represented, such prior summons will not
be required as a condition and such Meeting of the Board
of Commissioners may be held in the Company’s legal
domicile or main place of business or elsewhere, as
determined by the Board of Commissioners and such Meeting
shall be entitled to make valid and binding resolutions.
- 86 - 22.8 Such Meeting of the Board of Commissioners shall be
presided over by President Commissioner. In the absence
or in the inability of President Commissioner, of which
case it is unnecessary to give evidence to third parties,
such Meeting of the Board of Commissioners shall be
presided over by a member of the Board of Commissioners
elected by and from among the members of the Board of
Commissioners being present.------
22.9 A member of the Board of Commissioners may be represented
at such meeting of the Board of Commissioners only by
another member of the Board, under a power of attorney.
22.10 Such meeting of the Board of Commissioners will be valid
and be entitled to make binding resolutions only if more
than ½ (one half) of the incumbent members of the Board
of Commissioners are present or are represented at such
Meeting of the Board of Commissioners.------
22.11 Resolutions of such meeting of the Board of Commissioners
shall be made on the basis of deliberations for a
consensus. In case of failure thereof, such resolutions
shall be made by an ordinary vote casting based on a
majority of votes.------
22.12 The provisions on the proceedings of such meeting and
minutes of such meeting of Board of Directors, as
contemplated in Article 19.16 and Article 19.17., shall,
- 87 - mutatis mutandis, also apply to meetings of the Board of
Commissioners. ------
Without prejudice to the provisions governed above, a
Meeting of the Board of Commissioners may also be held by
means of a telephone conference or of another
communications system of the same type in which the
members of the Board of Commissioners participating in
such Meeting can communicate with each other and the
participation is deemed to be attendance in person in
such Meeting. The discussion and resolutions of such
Meeting of the Board of Commissioners in use of the
facility of telephone conference or another
communications system of the same type shall be worded in
the Minutes of such Meeting and further be signed by all
the members of the Board of Commissioners being present
in such Meeting.------
22.13 The Board of Commissioners, too, may make valid and
binding resolutions without having to hold a meeting of
the Board of Commissioners, on the understanding that all
members of the Board of Commissioners have been given
notice in writing of the motions and that all the members
of the Board of Commissioners have agreed on the motions
submitted in writing, and signed the approval. Such
resolutions so made shall have the same legal force as
those made lawfully at a meeting of the Board of
Commissioners.------
- 88 ------ARTICLE 23 ------
------PLAN OF ACTION, FINANCIAL YEAR, ------
------ANNUAL REPORT, AND ANNUAL FINANCIAL STATEMENT ------
23.1 The Board of Directors shall be obliged to make and carry
out the annual plan of action or working plan.------
23.2 The annual plan of action shall obligatorily be submitted
to the Board of Commissioners to obtain approval.------
The annual plan of action shall be submitted no later
than 14 (fourteen) days prior to commencement of the
coming financial year.------
23.3 The Company’s financial year shall proceed from 1st (the
first day of) January through 31st (the thirty first day
of) December. At the end of December each year, the
Company’s books shall be closed.------
23.4 The Board of Directors shall make the annual report and
annual financial statements in accordance with laws and
regulations applicable thereto, including those on
Capital Markets, and make them available at the Company’s
Offices for the purpose of examination by the
shareholders as of the date of convening the Annual
GMS/RUPS.------
23.5 It is obligatory for the Company to announce the Balance
Sheet and Profit and Loss Account in an Indonesian-
language daily newspaper being of nation-wide circulation
- 89 - according to the procedure as governed in Regulation
Number X.K.2 on the Obligation to Submit Periodic
Financial Statements.------
23.6 Approval of the annual report, including the ratification
of the annual financial statements and report on the duty
of supervision by the Board of Commissioners shall be
decided by a GMS/RUPS.------
------ARTICLE 24 ------
-- USE OF PROFITS, DISTRIBUTION OF INTERIM DIVIDENDS AND OF DIVIDENDS --
24.1 A Meeting of the Board of Directors shall put forward a
motion to the Annual GMS/RUPS concerning the use of the
Company’s net profit in a financial year as contained in
the annual financial statements ratified by the Annual
GMS/RUPS, in which motion may be stated how much the
undistributed total net income for use as the reserve
fund, as contemplated in Article 25 below; and another
motion on the amount of dividends likely to be
distributed, without prejudice to the rights of the
GMS/RUPS to decide otherwise.------
24.2 If the Annual GMS/RUPS does not determine other uses, the
net profit, upon deduction of the reserve fund obliged by
statute and by the Company’s articles of association
shall be distributed as dividends.------
24.3 Such dividends can be paid only in accordance with the
Company’s financial ability under a resolution made in
- 90 - such GMS/RUPS, in which resolution the time of payment
and the form of dividends shall also be determined.
Dividends on 1 (one) share of stock shall be paid to the
person in whose name the share is registered in the
Register of Shareholders on the working day to be fixed
by or under the authority of such GMS/RUPS. ------
The payment day shall be announced by the Board of
Directors to all the shareholders / shareholder. Payment
of cash dividends to the rightful shareholders shall be
within a period of no later than 30 (thirty) days of the
announcement of the summary of the Minutes of the
GMS/RUPS which has decided the distribution of such cash
dividends. Article 15.2. of the point of letter b of
these articles of association shall take effect mutatis
mutandis to the announcement. ------
24.4 The Board of Directors shall, under a resolution of a
Meeting of the Board of Directors and with the consent of
a Meeting of the Board of Commissioners, be entitled to
distribute interim dividends if the Company’s financial
condition permits under the provision that such interim
dividends will be included in the calculation of the
dividends that will be distributed under a resolution of
the next Annual GMS/RUPS to be made in accordance with
the provisions of the Company’s articles of association.-
24.5 If the profit and loss account in 1 (one) financial year
indicates losses which cannot be covered with the reserve
- 91 - fund, as referred to in Article 25 below, the losses
shall continue to be recorded in the profit and loss
account and further, in the subsequent years the Company
shall be deemed to have made no profits so long as the
losses so recorded in the profit and loss account have
not yet been completely covered, as such without
prejudice to the provisions of laws and regulations
applicable thereto. ------
24.6 The profit distributed as dividends but not yet taken
within a period of 5 (five) years of its availability for
payment, shall be entered in the reserve fund
particularly allocated thereto.------
The dividends in the special reserve fund may be taken by
the rightful shareholders prior to a lapse of period of 5
(five) years upon entry thereof in the special reserve
fund, by submitting the evidence of his/her right over
such dividends, acceptable to the Company’s Board of
Directors. Dividends not yet taken after the lapse of the
period of 5 (five) years will become the property of the
Company. ------
------ARTICLE 25 ------
------USE OF THE RESERVE FUND ------
25.1 The portion of the net profit set aside for the reserve
fund shall be determined by a GMS/RUPS with due regard to
- 92 - a motion by the Board of Directors (if any) and to laws
and regulations applicable thereto. ------
25.2 The reserve fund of up to at least 20% (twenty percent)
of the paid-in capital shall be capable of use only to
cover the losses incurred by the Company.------
25.3 If the reserve fund has exceeded the 20% (twenty percent)
of the paid-in capital, the GMS/RUPS may decide that the
reserve fund which has exceeded the total as specified in
paragraph 26.2 above should be used in order to meet the
Company’s needs.------
25.4 The Board of Directors shall manage the reserve fund in
order for it to obtain profits, in the manner that the
Board of Directors deems appropriate with the consent of
the Board of Commissioners and with regard to prevailing
laws and regulations.------
------ARTICLE 26 ------
------AMENDMENT TO THE ARTICLES OF ASSOCIATION ------
26.1 A GMS/RUPS for the purpose of amendment to the Company’s
articles of association, in need of the consent of the
Minister of Law and Human Rights of the Republic of
Indonesia, except for amendment to the Company’s articles
of association for the purpose of extension of the
Company’s duration of existence shall be done under the
following provisions:------
- 93 - a. Such GMS/RUPS will be valid and be entitled to make
valid and binding resolutions, if in such GMS/RUPS,
at least ⅔ (two thirds) of the total number of
lawful voting shares are present or are represented
and resolutions thereof will be valid if agreed on
over ⅔ (two thirds) of the total number of lawful
voting shares being present in such GMS/RUPS. ------
b. If the quorum, as contemplated in paragraph 26.1.
the sub-point of letter a is not met, so in a second
GMS/RUPS, resolutions thereof will be valid if the
meeting is attended by the shareholders representing
at least 3/5 (three fifths) of the total number of
lawful voting shares and if such resolutions are
agreed on by more than ½ (one half) of the total
number of lawful voting shares being present in such
GMS/RUPS; and------
c. where the quorum of attendance, as contemplated in
paragraph 26.1. the sub-point of letter above is not
met, at the request of the Company, the quorum of
attendance, number of votes to make resolutions,
convening, and time for the conduct of such GMS/RUPS
will be decided by the OJK. ------
26.2 Alteration to and modification of the provisions of the
Company’s articles of association relative to the change
of the Company’s name, purpose and objective, duration of
- 94 - existence, amount of the authorized capital, reduction in
the paid-in capital and/or paid-up capital, and/or status
from being private to public or otherwise, shall
obligatorily be approved by the Minister of Law and Human
Rights of the Republic of Indonesia.------
26.3 Amendment to the articles of association relative to
other things than those specified in paragraph 26.2. of
this article will suffice if notice thereof is given to
the Minister of Law and Human Rights of the Republic of
Indonesia within no later than 30 (thirty) days of the
date on which the resolution is made by such GMS/RUPS on
the amendment. ------
26.4 If in the first GMS/RUPS, contemplated in paragraph 26.1.
the sub-point of letter a of this article, the specified
quorum is not met, a second GMS/RUPS may be held in
accordance with the provisions of these articles of
association.------
26.5 If the second GMS/RUPS does not meet the quorum either, a
third GMS/RUPS may be held in accordance with the
provisions of these articles of association.------
26.6 The resolution on reduction in the capital shall be
notified in writing to all of the Company’s creditors and
be announced by the Board of Directors in the State
Gazette of the Republic of Indonesia and in at least 2
(two) Indonesian-language daily newspapers with 1 (one)
- 95 - being of wide circulation in the territory of the unitary
state of the Republic of Indonesia and the other 1 (one)
being published in the Company’s legal domicile, no later
than 7 (seven) days as of the date of the resolution on
the reduction in the capital.------
The provisions specified in the previous paragraphs shall
apply without prejudice to the consent of the authorities
competent therefor, as required as a condition by laws
and regulations applicable thereto.------
------ARTICLE 27 ------
------CONSOLIDATION, MERGER, TAKEOVER, AND SEPARATION ------
27.1 A GMS/RUPS for purposes of consolidation, merger, take
over, and separation shall be held under the following
provisions:------
a. Such GMS/RUPS will be valid and be entitled to make
valid and binding resolutions if in such General
Meeting of Shareholders at least ¾ (three fourths)
of the total number of lawful voting shares are
present or are represented and resolutions thereof
will be valid if agreed on by over ¾ (three fourths)
of the total number of voting shares being present
in such General Meeting of Shareholders;------
b. if the quorum, as contemplated in paragraph 27.1. of
the sub-point of letter a above is not met, in a
- 96 - second GMS/RUPS, resolutions thereof will be valid
if the meeting is attended by the shareholders
representing at least ⅔ (two thirds) of the total
number of lawful voting shares and if such
resolutions thereof are agreed on by over ¾ (three
fourths) of the total number of voting shares being
present in such GMS/RUPS; and ------
c. where the quorum of attendance, as contemplated in
paragraph 27.1. of the sub-point of letter b above
is not met, at the request of the Company, the
quorum of attendance, number of votes to make
resolutions, convening, and time for the conduct of
such GMS/RUPS will be decided by the OJK. ------
27.2 If in the first GMS/RUPS, as contemplated in paragraph
27.1. of the sub-point of letter a the specified quorum
is not met, a second GMS/RUPS may be held in accordance
with the provisions of these articles of association.----
27.3 If the second GMS/RUPS does not meet the quorum either, a
third GMS/RUPS may be held in accordance with the
provisions of these articles of association.------
27.4 Without prejudice to the provisions of Capital Markets,
the plan for consolidation, merger, takeover, or
separation, approved by the GMS/RUPS shall be made in a
notarial deed and in the Indonesian Language.------
- 97 - 27.5 Consolidation of the Company altering and modifying the
provisions of the articles of association relative to the
change of the Company’s name and/or legal domicile,
purpose and objective, lines of business, duration of
existence, amount of the authorized capital, reduction in
the paid-in capital and/or paid-up capital, and/or status
from being private to public or otherwise, shall
obligatorily be approved by the Minister of Law and Human
Rights of the Republic of Indonesia. ------
27.6 Consolidation of the Company altering and modifying the
provisions of the articles of association relative to
other things than those specified in paragraph 27.5. of
the articles of association will suffice if they are
notified to the Minister of Law and Human Rights of the
Republic of Indonesia. ------
27.7 If the consolidation of the Company is not followed by
amendment to the articles of association, a copy of the
deed of consolidation shall be communicated to the
Minister of Law and Human Rights of the Republic of
Indonesia to be recorded in the Register of Companies.---
27.8 Merger of the Company shall mandatorily be ratified as
the legal entity of the Company by the Minister of Law
and Human Rights of the Republic of Indonesia.------
27.9 The Company shall obligatorily give notice to the
Minister of Law and Human Rights, of the take over of the
shares in the Company.------
- 98 ------ARTICLE 28 ------
------DISSOLUTION, LIQUIDATION, AND EXPIRY OF ------
------THE COMPANY’S ‘LEGAL ENTITY’ STATUS ------
28.1 A GMS/RUPS on dissolution shall be under the following
provisions:------
a. Such GMS/RUPS shall be valid and be entitled to make
valid and binding resolutions, if in such GMS/RUPS
at least ¾ (three fourths) of the total number of
lawful voting shares are present or are represented
and such resolutions will be valid if approved by
more than ¾ (three fourths) of the total number of
lawful voting shares being present in such GMS/
RUPS;------
b. If the quorum, as contemplated in paragraph 28.1. of
the sub-point of letter a above is not met, in the
second GMS/RUPS, resolutions will be valid if the
meeting is attended by the shareholders representing
at least ⅔ (two thirds) of the total number of valid
voting shares and agreed on by over ¾ (three
fourths) of all the valid voting shares being
present in such GMS/ RUPS;------
and
c. where the quorum of attendance, as contemplated in
paragraph 28.1. the sub-point of letter b above is
- 99 - not met, at the Company’s request, the quorum of
attendance, number of votes for decision making,
convening, and timr of such GMS/RUPS will be decided
by the OJK.------
28.2 If in the first GMS/RUPS, as contemplated in in paragraph
28.1. point 1 [sic], the specified quorum is not met, a
second GMS/RUPS may be held in accordance with the
provisions of these articles of association.------
28.3 If the second GMS/RUPS does not fulfill the quorum
either, a third GMS/RUPS may be held in accordance with
the provisions of these GMS/RUPS.
28.4 If the Company is dissolved at least because of one of
the under-mentioned facts:------
a. under a resolution of a GMS/RUPS;------
b. expiry of the duration of existence in accordance
with the statutory and regulatory provisions
applicable thereto;------
c. under a court ruling;------
d. that with the revocation of bankruptcy under the
commercial court’s final and conclusive ruling, the
Company’s bankruptcy assets are not enough to pay
bankruptcy expenses; ------
e. the Company already declared bankrupt is insolvent,
as governed in the Law on Bankruptcy and Moratorium;
or------
- 100 - f. the revocation of the Company’s business license so
as to oblige the Company to carry out liquidation in
accordance with statutory and regulatory provisions;
so such liquidation shall be carried out by the
liquidator(s).
28.5 The Board of Directors shall act as the liquidator(s)
thereof if a resolution of GMS/ RUPS or that as
contemplated in paragraph 28.4 hereof does not appoint a
liquidator(s).------
28.6 Such liquidator(s) shall be obliged to register the
Company’s dissolution in the Companies Register, to
announce it in the State Gazette and in 2 (two)
Indonesian-language daily newspapers, 1 (one) being of
wide circulation within the territory of the Unitary
State of the Republic of Indonesia and the other 1 (one)
being published the Company’s legal domicile determined
by the Board of Directors; and with notification of
dissolution to the Company’s creditors; and to report it
to the Minister of Law and Human Rights of the Republic
of Indonesia and to the OJK in accordance with laws and
regulations applicable thereto.------
28.7 Fees for such liquidator(s) shall be fixed by a GMS/RUPS
or under a court’s ruling.------
28.8 The articles of association shall, as contained in this
deed along with its amendments in the future, remain
- 101 - effective until the date of ratification of the
liquidation accounts by a GMS/RUPS, with a majority of
votes cast lawfully, and until the granting of full
release and discharge to the liquidator.------
28.9 The net balance of the liquidation account shall be
distributed to the shareholders, each being eligible for
a portion being proportional to the total nominal value
paid in full for their respective shares.------
------ARTICLE 29 ------
------OTHER PROVISIONS ------
Anything not governed or not yet sufficiently so done in these articles of association, will be decided in a GMS/RUPS.------
-Further, the Party hereto, acting in her capacity as described above, declares that the part prior to the last one of this deed of the Company’s articles of association will read as follows:------
I. Of the above-mentioned authorized capital, has been
subscribed to and fully paid up in cash through the
Company’s cash account, 7,240,005,000 (seven billion two
hundred forty million five thousand) shares or a total
nominal value of IDR 362,000,250,000.00 (three hundred
sixty two billion two hundred fifty thousand rupiahs) by
the shareholders, namely:------
- 102 - -THE PUBLIC, 7,240,005,000
(seven billion two hundred
forty million five
thousand) shares or a
nominal value of ...... Rp. 362,000,250,000.00
(three hundred sixty two
billion two hundred fifty
thousand rupiahs);......
-so as to total 7,240,005,000
(seven billion two hundred forty
million five thousand) shares,
in a total nominal value of..... Rp. 362,000,250,000.00
(three hundred sixty two billion
two hundred fifty thousand
rupiahs)......
-Finally, the Party hereto, acting in her capacity, as mentioned above, hereby declares her giving me, the said
Notary Public, the authority, with the right of substitution, to perform and deal with the process of applying for approval and notification of the amendment to the Company’s articles of association, as declared in this deed to governmental agencies competent therefor, including, but not limited to the Ministry of Law and Human Rights of the Republic of Indonesia and the
Office for the Registration of Companies within the Ministry of Trade of the Republic of Indonesia, as obliged pursuant to
- 103 - laws and regulations applicable thereto, and, for such purposes, to perform all acts and sign all necessary and beneficial documents, without exception.------
- The Party hereto is to me, the said Notary Public, known.---
------IN WITNESS WHEREOF ------
-Drawn up and completed in Jakarta, on the day, date, and at the time first written above in the presence of:------
1. Zainal Abidin, born in Medan, on the thirtieth day of
September nineteen hundred sixty (30-9-1960), residing in
Jakarta, at Jalan Amsar, Rukun Tetangga 013, Rukun Warga
005, Kelurahan Cipulir, Kecamatan Kebayoran Lama, Jakarta
Selatan, the holder of Resident’s Identity Card Number
3174053009600004;------
2. Erwin, born in Bogor, on the twenty eighth day of October
nineteen hundred seventy six (28-10-1976), residing in
Depok, at Jalan Pelita, Rukun Tetangga 003, Rukun Warga
003 Kelurahan Limo, [Sub-district] Kecamatan Limo, Kota
Depok (Depok City/Municipality), the holder of
Resident’s Identity Card Number 3276042810760001,
temporarily being in Jakarta;------both being employees of the Notary Public’s Office, as the witnesses hereto.------
-Immediately upon perusal by me, the said Notary Public, of this deed to the Party and witnesses hereto, this deed is
- 104 - signed by Party and witnesses hereto, and me, the said Notary
Public.------
-Drawn up with no change. ------
-The minutes of this deed have been duly signed.------
-Given as a copy.------
signed, duly stamped, and sealed
MALA MUKTI, S.H., LL.M.
Notary Public in and for Jakarta
- 105 -