THE COMPANY'S ARTICLE OF ASSOCIATION PT. BANK CHINA CONSTRUCTION BANK INDONESIA TBK (CCB INDONESIA) Overall Articles of Association in accordance with Deed No. 48, dated 19 June 2015 by Notary Johny Dwikora Aron SH and update changes to: - Article 1 paragraph 1 (name of the Company) is contained in Deed No. 58, dated 11 November 2016 by Notary Eliwaty Tjitra SH - Article 1 paragraph 1 (domicile) is contained in Deed No. 28, dated 10 October 2018 by Notary Eliwaty Tjitra SH - Article 4 paragraph 2 (Paid Up Capital) is contained in Deed No. 87, dated December 16, 2020 by Notary Eliwaty Tjitra SH - Article 4 paragraph 1 (Authorized Capital) is contained in Deed No. 36, dated 11 October 2019 by Notary Eliwaty Tjitra SH - Article 23 (Board of Directors) is contained in Deed No. 89, dated 25 October 2016 - Article 25 (Board of Directors Meeting) is contained in Deed No. 28, dated 10 October 2018 by Notary Eliwaty Tjitra SH - Article 26 (Board of Commissioners) is contained in Deed No. 89, dated 25 October 2016 - Article 28 (Meeting of the Board of Commissioners) is contained in Deed No. 28, dated 10 October 2018 by Notary Eliwaty Tjitra SH
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NAME AND DOMICILE Article 1 1. This limited liability company is named PT Bank China Construction Bank Indonesia Tbk (hereinafter shall be referred to as CCB Indonesia), domiciled in Jakarta Pusat. 2. The Company may open branches or representatives, within or outside the territory of the Republic of Indonesia as stipulated by the Board of Directors by considering all provisions of the applicable statutory regulations. PERIOD OF ESTABLISHMENT OF THE COMPANY Article 2 The Company was established for unspecified length of period and beginning on the twelfth of October, one thousand nine hundred and seventy-four (12-10-1974).
AIM AND OBJECTIVE AND BUSINESS ACTIVITY Article 3 3.1 The aim and objective of the Company are: To operate business as Public Bank. 3.2 Business Activities: In order to attain the aim and objective, the Company may conduct the following business activities: a. To collect fund from the public in the form of giro saving, time deposit, certificate of deposit, savings and/or other forms equal to it; b. To grant credit, such as medium, long or short term credit or other types considered as common in banking sector; c. To issue an acknowledgement of indebtedness; d. To purchase, sell or guarantee on its own risk or for the interest and under the order of its customer: i. Bills of exchange including those accepted by the bank which validity period is not longer than the common practices in the trading of such documents; ii. Acknowledgement of indebtedness and other trading documents which validity period is not longer than the common practices in the trading of such documents; iii. State treasury paper and government guarantee instruments; iv. Bank Indonesia Certificates (SBI); v. Bond; vi. Promissory notes which shall be tradable with period up to 1 (one) year; vii. Other securities with period up to 1 (one) year; e. To transfer money for its own interest or for its customer’s interest; f. To place fund on, to borrow fund from or to lend fund to other banks, by using letters, telecommunication facilities or by bills of presentment, checks or other facilities;
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g. To receive payment of any bills on securities and to conduct calculation with or between third parties; h. To provide place to store valuable goods and securities; i. To conduct bailment for the interest of other parties under a contract; j. To conduct fund placement from a customer to other customers as securities registered in the stock exchange; k. To purchase collateral, completely or partly through auction in terms of debtor is unable to meet its obligations to the Company under the provision that such purchased collateral shall be obliged to be disbursed immediately; l. To conduct factoring, credit business and trusteeship; m. To conduct activities in foreign currency by complying with the provisions stipulated by Bank Indonesia; n. To conduct activities as operator of pension fund in accordance with the valid statutory regulations, whether as founder of employer pension fund or as founder and/or participant of financial institution pension fund; o. To conduct capital participation in other bank or company in financial of lease income, venture capital company, insurance company, clearing and guarantor institution and depository and settlement institution, by complying with the provisions as stipulated by the authorized institution; p. To conduct temporary capital participation to overcome bad credits, under the provision to retract its participation in accordance with the provisions as stipulated by Bank Indonesia; q. To provide funding and or to conduct other activities in accordance with the provisions as stipulated by Bank Indonesia; r. To seek to other businesses directly or indirectly related with the aims as stated above which implementation shall not in contrary to the applicable Laws in Indonesia. 3.3 Main Business Activities: In order to realize the aim and objective as stated above, the Company may conduct the following main business activities: a. To collect fund from the public in the form of giro saving, time deposit, certificate of deposit, savings and/or other forms equal to it; b. To grant credit, such as medium, long or short term credit or other types considered as common in banking sector; c. To issue an acknowledgement of indebtedness; d. To purchase, sell or guarantee on its own risk or for the interest and under the order of its customer: i. Bills of exchange including those accepted by the bank which validity period is not longer than the common practices in the trading of such documents;
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ii. Acknowledgement of indebtedness and other trading documents which validity period is not longer than the common practices in the trading of such documents; iii. State treasury paper and government guarantee instruments; iv. Bank Indonesia Certificates (SBI); v. Bond; vi. Promissory notes which shall be tradable with period up to 1 (one) year; vii. Other securities with period up to 1 (one) year; e. To transfer money for its own interest or for its customer’s interest; f. To place fund on, to borrow fund from or to lend fund to other banks, by using letters, telecommunication facilities or by bills of presentment, checks or other facilities; g. To receive payment of any bills on securities and to conduct calculation with or between third parties; h. To conduct fund placement from a customer to other customers as securities registered in the stock exchange; i. To conduct activities in foreign currency by complying with the provisions stipulated by Bank Indonesia; j. To provide funding and or to conduct other activities in accordance with the provisions as stipulated by Bank Indonesia; 3.4 Supporting Business Activities: In order to support the Company’s main business activities, the Company may conduct the following supporting business activities: a. To provide place to store valuable goods and securities; b. To conduct bailment for the interest of other parties under a contract; c. To purchase collateral, completely or partly through auction in terms of debtor is unable to meet its obligations to the Company under the provision that such purchased collateral shall be obliged to be disbursed immediately; d. To conduct factoring, credit business and trusteeship; e. To conduct activities as operator of pension fund in accordance with the valid statutory regulations, whether as founder of employer pension fund or as founder and/or participant of financial institution pension fund; f. To conduct capital participation in other bank or company in financial of lease income, venture capital company, insurance company, clearing and guarantor institution and depository and settlement institution, by complying with the provisions as stipulated by the authorized institution; g. To conduct temporary capital participation to overcome bad credits, under the provision to retract its participation in accordance with the provisions as stipulated by Bank Indonesia;
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h. To seek to other businesses directly or indirectly related with the aims as stated above which implementation shall not in contrary to the applicable Laws in Indonesia.
CAPITAL Article 4 1. The Company’s authorized capital is IDR6,000,000,000,000,- (six trillion rupiah), which is divided to 60,000,000,000 (sixty billion rupiah) shares, each share has nominal value of IDR100,- (one hundred rupiah). 2. Issued Capital and Paid Up Capital. 3. Of the authorized capital, 63.199% (sixty-three point one nine nine percent) or in the number of 37,919,730,514 (thirty-seven billion nine hundred and nineteen million seven hundred and thirty thousand five hundred and forteen) shares with a total nominal value of IDR3,791,973,051,400,- (three trillion seven hundred and ninety-one billion nine hundred and seventy-three million fifty-one thousand four hundred rupiah) and regarding the names of the shareholders who subscribed for the shares, details of the number of shares and nominal value of the issued and paid up shares shall be as stated in the part of other provisions in article 33 paragraph 33.1.Capital paying up may also be conducted by other means in addition to by cash by complying with the provisions of the applicable statutory regulations and shall be previously approved by the General Meeting of Shareholders by complying with the applicable statutory regulations, specifically regulations in Capital Market, which payment on share, in tangible asset or intangible asset shall be obliged to comply with the following provisions: a. the object to be made paid up capital shall be obliged to be announce in 1 (one) or more daily newspaper in Indonesian language at the time of calling of the General Meeting of Shareholders concerning the paying up; b. the object to be made payment on capital share shall be obliged to be assessed by independent assessor registered in the Capital Market and Financial Institution Supervisory Agency and shall not be guaranteed in any other means; c. in terms of the object to be made paid up capital is conducted in Company’s share registered in the Stock Exchange, the price shall be stipulated based on reasonable market value; d. in terms of the payment is originated from retained profit, paid-in surplus, Company’s net profit and/or self capital element, the retained profit, paid-in surplus, Company’s net profit and/or the other self capital element shall have been stated in the latest Annual Financial Report audited by Accountant registered in the Capital Market and Financial Institution Supervisory Agency with reasonable opinions without exception. 4. In the General Meeting of Shareholders resolving to approve the Public Offering, the maximum amount of shares to be issued to public and giving authority to the Board of Commissioners to state the realization of issued shares in the Public Offering shall be resolved.
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5. a. Every addition of capital through the issuance of Equity Securities (Equity Securities shall be Share or Security tradable by shares or securities containing the right to obtain Share such as Convertible Bond or Warrant) conducted by order, the matter shall be obliged to be conducted by giving the Right to Previously Order Securities to shareholders whose names are enlisted in the Shareholders’ List of the Company on the date determined by the General Meeting of Shareholders approving the issuance of Equity Securities in the amount equal to the amount of Shares registered in the Shareholders’ List of the Company by the name of each shareholders on that date. b. The issuance of Equity Securities without giving the Right to Previously Order Securities to shareholders may be conducted in terms of the share issuance: i. is aimed to the Company’s employee; ii. is aimed to holder of bond or other securities which is convertible to share, which is issued under approval of GMS; iii. is conducted in terms of reorganizing and/or restructuring approved by the General Meeting of Shareholders and/or iv. is conducted in accordance with regulations in Capital Market which allow capital addition without the Right to Previously Order Securities. c. The Right to Previously Order Securities shall be obliged to be transferrable and tradable in the period as stipulated in statutory regulations in Capital Market. d. Equity Securities to be issued by the Company as stated above shall obtain prior approval from the General Meeting of Shareholders of the Company, under the requirements and period in accordance with the provisions in this articles of association and statutory regulations in Capital Market and regulations of Stock Exchange at the place where Company’s shares are located. e. The Board of Directors shall announce the resolution of share issuance by limited public offering in 1 (one) public daily newspaper in Indonesian language, in accordance with the consideration of the Board of Directors. f. Equity Securities to be issued by the Company and not taken by the holder of Right to Previously Order Securities shall be allocated to all shareholders ordering additional Equity Securities, under the provision that in terms of the amount of the ordered Equity Securities exceeding the amount of Equity Securities to be issued, the Equity Securities not taken shall be to be allocated proportionally to the amount of Right to Previously Order Securities executed by each shareholder ordering additional Equity Securities, one and another by complying with the applicable laws and statutory regulations in Capital Market. g. In terms of there is remaining of Equity Securities not taken part by shareholders as stated in letter f, the Equity Securities shall be obliged to be allocated to certain party acting as stand-by
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buyer with the same price and requirements, unless determined differently by statutory regulations in Capital Market. h. Any additional on capital through the issuance of Equity Securities may deviate from the provisions as stated in Article 4 paragraph (5) letter a up to letter g, in terms of the provisions of statutory regulations in Capital Market and regulation of Stock Exchange at the place where the Company’s shares are registered allows. i. The Company may add capital without giving the Right to Previously Order Securities to shareholders, such as capital addition by converting the Company’s payables into shares and others as regulated in statutory regulations on Capital Market. 6. The implementation of unissued share issuance for holders of Securities exchangeable with share or Securities containing the right to obtain shares, may be conducted by the Board of Directors under prior approval of the General Meeting of Shareholders having approved the issuance of Securities, by complying with the regulations stated in this articles of association and statutory regulations on Capital Market and regulations of Stock Exchange at the place where the Company’s shares are registered. 7. In terms of the authorized capital is increased, each further share placement shall be approved by the General Meeting of Shareholders, by complying with the provisions in this articles of association and statutory regulations on Capital Market and the applicable laws. 8. Addition of paid up capital shall be effective after the payment and the issued shares have equal rights to those having similar classification issued by the Company, without diminishing the obligations of the Company to administer notification to the Minister of Law and Human Rights of the Republic of Indonesia. 9. a. Addition of authorized capital which causes the issued and paid up capital to become less than 25% (twenty five percent) of the authorized capital, may be conducted insofar: i. it has obtained approval from the General Meeting of Shareholders to increase the authorized capital; ii. it has obtained approval from the Minister of Law and Human Rights of the Republic of Indonesia; iii. the addition of issued and paid up capital to become at least 25% (twenty five percent) of the authorized capital shall be obliged to be conducted in the period of not later than 6 (six) months after the approval of the Minister of Law and Human Rights of the Republic of Indonesia as stated in Article 4 paragraph 9 letter a point 11; iv. in terms of increase of paid up capital as stated in Article 4 paragraph 9 letter a point iii of this articles of association is not fully complied, the Company shall amend its articles of association once more, that the authorized capital and paid up capital comply with the provisions of Article 33 paragraphs 1 and 2 of Act Number 40 of 2007 (two thousand seven) on Limited Liability Company, in the period of 2 (two) months
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after the period stated in Article 4 paragraph 9 letter 1 point iii of this articles of association is not complied with; v. the approval of the General Meeting of Shareholders as stated in Article 4 paragraph 9 letter a point i of the articles of association including approval to amend the articles of association as stated in Article 4 paragraph 9 letter a point iv of the articles of association; b. the amendment of the articles of association in the addition of authorized capital shall be effective after the capital payment which causes the amount of paid up capital to become a minimum 25% (twenty five percent) of the authorized capital and shall have equal rights to the other shares issued by the Company, without diminishing the obligation of the Company to administer approval of the articles of association from the Minister of Law and Human Rights of the Republic of Indonesia on the increase of the paid up capital. 10. The Company may purchase shares fully paid up to reach 10% (ten percent) of the amount of issued shares or in other amount in terms of the statutory regulations determine differently. Repurchasing of the shares shall not reduce the authorized capital and issued or paid up capital of the Company and the repurchased shares shall not be calculated in determining the attendance quorum or voting in the General Meeting of Shareholders. Repurchasing of the shares shall comply with the provisions in the applicable statutory regulations, specifically regulations of Capital Market.
SHARES Article 5 1. Company’s shares are registered shares and issued by the name of their owners registered in the Shareholders’ List and each share shall have 1 (one) vote and shall have equal rights. 2. The Company shall be obliged to give proof of share ownership as share certificate or collective share certificate registered as their owners in the Company’s Shareholders List, in accordance with the applicable statutory regulations on Capital market and the applicable provisions in the Stock Exchange where the Company’s shares are registered. 3. Collective share certificate may be issued as proof of ownership of 2 (two) or more shares owned by one shareholder. 4. The share certificate shall include at least the following details: a. name and address of the shareholder; b. share certificate number; c. issuance date of the share certificate; d. the share’s nominal value; e. identification (trademark) of the Company as determined by the Board of Directors. 5. The collective share certificate shall include at least the following details: a. name and address of the Shareholder; b. collective share certificate number;
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c. number of share and amount of share; d. the share’s nominal value; e. issuance date of the collective share certificate; f. identification (trademark) of the Company as determined by the Board of Directors. 6. Each share certificate and/or collective share certificate and/or convertible bond and/or warrant and/or other securities convertible into shares shall be printed, numbered and marked by issuance date and contained signature of one of the members of the Board of Directors and one member of the Board of Commissioners. the signature may be directly printed onto the share certificate and/or collective share certificate and/or convertible bond and/or warrant and/or other securities convertible into shares, by complying with the applicable statutory regulations in Capital market and the regulations of Stock Exchange where the Company’s shares are registered. 7. The Company may acknowledge 1 (one) individual or 1 (one) legal entity as owner of 1 (one) share. 8. In terms of 1 (one) or more share due to any cause becomes in possession of several individuals, the joint owners shall appoint one of them or another person in writing as their joint representative/attorney and it shall be only the name of the representative/attorney to be enlisted in the Shareholders’ List and Company’s Special List and the representative/attorney shall be considered a valid holder of the concerned share and shall be entitled to execute and utilize all the rights under the law arising on the shares. insofar the provision above is not executed, the shareholder shall not be entitled to vote in the General Meeting of Shareholders while the dividend payment for the concerned share shall be postponed. 9. In terms of the joint owners are negligent to notify in writing to the Company concerning the appointment of joint representative/attorney, the Company shall be entitled to treat shareholder whose name is registered in the Company’s Shareholders’ List as the only valid holder of the concerned share. 10. Every shareholder shall subject to this Articles of Association and to all resolutions taken validly in the General Meeting of Shareholders and the applicable statutory regulations. 11. Towards the entire Company’s shares registered in the Stock Exchange, statutory regulations on Capital Market and Stock Exchange Regulation where the Company’s shares are registered shall be applicable. 12. a. The share shall grant right towards its owner to: (i) Attend and vote in the General Meeting of Shareholders. (ii) Accept dividend payment and remaining of liquidated assets; (iii) Execute its other rights under Act Number 40 of 2007 (two thousand seven) on Limited Liability Company.
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b. The provision of letter ‘a’ shall be valid after the share is registered in the Shareholders’ List by its name. c. The provision of letter ‘a’ item (i) and item (iii) shall not be applicable for the classification of certain shares as stipulated in Act Number 40 of 2007 (two thousand seven) on Limited Liability Company. d. Each share shall give its owner undivided rights. 13. For shares included in Collective Bailment in the Depository and Settlement Institution or in the Custodian Bank (exclusively in collective investment contract), shall be issued in written confirmation in accordance with the applicable regulations in Capital market and regulations of Stock Exchange where the Company’s shares are registered. SUBSTITUTE TO SHARE CERTIFICATE Article 6 1. In terms of the share certificate is damaged, substitution to the share certificate may be performed in terms of the Company receives adequate proof that: 1) the share certificate is damaged; 2) the party submitting written request on the share substitute is the owner of the share certificate; and 3) the original copy of the damaged share certificate shall be obliged to be returned and may be exchanged with the new share certificate with similar number as that of the original share certificate. the original copy of the damaged share certificate shall be obliged to be demolished after substitute to the share certificate is given. 2. In terms of the share certificate is lost, substitution to the share certificate may be performed in terms of the Company receives adequate proof that: (i) The party submitting request of share substitution is the owner of the share certificate; (ii) The Company has obtained reporting document from the Police of the Republic of Indonesia on the lost of the share certificate; (iii) The party submitting request of share certificate substitution gives guarantee which is considered adequate by the Board of Directors of the Company; and (iv) The plan of the issuance for the substitute of the lost share certificate has been announced in the Stock Exchange where the Company’s shares are registered in the period not later than 14 (fourteen) days before the issuance of the share certificate. 3. The cost for the issuance of the substitute to the share certificate shall be charged by the concerned share certificate owner. 4. The Board of Directors in the Meeting of the Board of Directors shall make Minutes of Meeting concerning the latest issuance of the substitute of the share certificate in terms of the share certificate is damaged and/or the share certificate is lost by stating the reasons. The damaged
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original share certificate shall be demolished by the Board of Directors in the Meeting of the Board of Directors, and such event shall be noted in the Minutes of Meeting. 5. Issuance of the substitute to the share certificate for a share certificate under this article shall cause the original copy of the share to be nullified and inapplicable, and that the certificate applicable to the Company shall be the substitute to the share certificate. 6. The provisions above concerning the issuance of the substitute to the share certificate shall also be applicable to the issuance of the substitute to the collective share certificate or Equity Securities.
SHAREHOLDERS’ LIST AND SPECIFIC LIST Article 7 1. The Board of Directors shall be obliged to convene and keep Shareholder’s List and Specific List in the Company’s domicile or in the place where the Company conducts its business activities or in which the stock exchange where the Company’s shares are registered perfunctorily in the territory of the Republic of Indonesia. 2. In the Shareholders’ List the following matters are stated: a. Names and addresses of the shareholders and/or Depository and Settlement Institution or other parties appointed by account holder in the Depository and Settlement Institution; b. Amount, number and acquisition date of the shares owned by the shareholders; c. The amount paid up on each share; d. Names and addresses of the individuals or legal entities having lien on the shares or as receiver of fiduciary of the shares and the acquisition date of the lien or registration date of the fiduciary; e. Clarification on the share submission in the form other than money; and f. Other information considered as necessary by the Board of Directors and/or obligatory by the applicable statutory regulations. 3. The Specific List shall state information on share ownership of the members of the Board of Directors and Board of Commissioners and their families in the Company and/or in other companies and the acquisition date of the share. 4. Each change of residential address of shareholders whose names are registered in the Shareholders’ List or Specific List of the Company, shareholders shall be obliged to notify the Board of Directors of the Company in writing. Insofar such notification has not been well accepted, all callings and notifications to the shareholder and any correspondence, dividend delivered to shareholder and concerning the other rights which may be performed by shareholder shall be valid in terms of being addressed to the address of shareholder lastly registered in the Shareholders’ List. 5. The Board of Directors shall be obliged to keep and maintain the Shareholders’ List and Specific List in its best way.
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6. Any notes and/or changes in the Shareholders’ List and Specific List shall be signed by the President Director and by one member of the Board of Directors. 7. The Board of Directors shall provide the Shareholders’ List and Specific List in the Company’s office. Every Shareholder or his/her legal representative may request for the Shareholders’ List and Specific List to be shown to him/her during the Company’s business hours. 8. Legal shareholder of the Company shall be entitled to conduct all the rights granted to a shareholder under the applicable statutory regulations by complying with the provisions in this articles of association. 9. Registration of the names of more than 1 (one) individual for 1 (one) share or transfer of rights from 1 (one) share to more than 1 (one) individual shall not be allowed. Therefore in terms of joint ownership of 1 (one) share, the joint owners shall appoint among them an individual who shall represent them in the share ownership and who shall be considered as owner of the share whose name shall be registered as shareholder in the Shareholders’ List and on the concerned share certificate. In terms of the joint owners are negligent to notify the Company in writing concerning the appointment of the joint representative, the Company shall be entitled to treat an individual whose name is enlisted in the Company’s Shareholders’ List as the only legal owner of the share(s). 10. The Board of Directors of the Company may appoint and grant authority to the Securities Administrative Bureau to conduct share registration in the Shareholders’ List and Specific List. 11. Any registration or enlisting in the Shareholders’ List including registration of sales, transferring, collateralization, cessie, lien or fiduciary concerning the Company’s shares or rights or interests on the shares shall be conducted in accordance with this articles of association and statutory regulations on Capital Market.
COLLECTIVE DEPOSITORY Article 8 1. The shares in Collective Depository shall comply with the following provisions: a. The shares in Collective Depository in the Depository and Settlement Institution shall be registered in Shareholders’ List of the Company registered by the name of the Depository and Settlement Institution for the interest of the account holder in the Depository and Settlement Institution; b. The shares in Collective Depository in the Custodian Bank or Securities Company registered in the Securities account in the Depository and Settlement Institution shall be registered by the name of the concerned Custodian Bank or Securities Company for the interest of the account holder in the Custodian Bank or Securities Company; c. In terms of the shares in Collective Depository in Custodian Bank is part of the Investment Fund Securities Portfolio as Collective Investment and is not included in the Collective Depository in the Depository and Settlement Institution, the Company shall register the share in the
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Company’s Shareholders’ List by the name of the Custodian Bank for the interest of the owner of Participation Unit of Investment Fund in the form of the Collective Investment Contract; d. The Company shall be obliged to issue a jumbo certificate or written confirmation to Depository and Settlement Institution as stated in letter a above or Custodian Bank as stated in letter c above as proof of registration in the Company’s Shareholders’ List; e. The Company shall be obliged to transfer the share in the Collective Depository registered by the name of Depository and Settlement Institution or Custodian Bank for Investment Fund in the form of Collective Investment Contract in the Company’s Shareholders’ List to become by the name of the Party appointed by Depository and Settlement Institution or Custodian Bank for Investment Fund in the form of the concerned Collective Investment Contract; request for transfer shall be submitted by Depository and Settlement Institution or Custodian Bank for Investment Fund in the form of Collective Investment Contract to the Company or Securities Administrative Bureau appointed by the Company; f. Depository and Settlement Institution, Custodian Bank or Securities Company shall be obliged to issue confirmation to account holder as proof of registration in the Securities account; g. In the Collective Depository each share of the same type and classification issued by the Company shall be comparable and exchangeable one and another; h. The Company shall be obliged to refuse share registration into Collective Depository in terms of the share certificate is lost or demolished, unless the party requesting the concerned transfer is capable to give adequate evidence and/or guarantee that the party is truthfully the shareholder and the share certificate is in fact lost or demolished; i. The Company shall be obliged to refuse share registration into the Collective Depository in terms of the share is made collateral, put into seizure before judgment under a court’s decision or confiscated for investigation of criminal case; j. Holder of Securities account whose Securities are registered in the Collective Depository shall be entitled to attend and/or vote in the GMS in accordance with the number of share he/she owns in the account; k. Custodian Bank and Securities Companies shall be obliged to submit list of Securities accounts and number of Company’s shares owned by each shareholder in the Custodian Bank and Securities Company to Depository and Settlement Institution, to furthermore given to the Company in not later than 1 (one) business day before the Calling of the General Meeting of Shareholders; l. Investment Manager shall be entitled to attend and vote in the General Meeting of Shareholders on the Company’s shares included in the Collective Depository in Custodian Bank which is part of the Investment Fund Securities portfolio and not included in the Collective Depository in the Depository and Settlement Institution under the provision that the Custodian
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Bank shall be obliged to submit the name of Investment Manager in not later than 1 (one) business day before the General Meeting of Shareholders; m. The Company shall be obliged to submit dividend, bonus share or other rights in accordance with share ownership to Depository and Settlement Institution on the shares in the Collective Depository in the Depository and Settlement Institution and furthermore to submit dividend, bonus share or other rights to Custodian Bank and to Securities Company for the interest of each account holder in the Custodian Bank and Securities Company; n. The Company shall be obliged to submit dividend, bonus share and or other rights in accordance with share ownership to Custodian Bank on the shares in the Collective Depository in the Custodian Bank which is part of the Investment Fund Securities Portfolio in the form of Collective Investment Contract and shall not included in Collective Depository in the Depository and Settlement Institution; and o. The limit of the determination of Securities account holder entitled to obtain dividend, bonus share or other rights related with share ownership in the Collective Depository shall be determined by the General Meeting of Shareholders under the provision that Custodian Bank and Securities Company shall be obliged to submit list of Securities account holders and the number of Company’s shares owned by each holder of Securities account to the Depository and Settlement Institution to furthermore be submitted to the Company in not later than 1 (one) business day after the date becoming the basis of the determination of shareholders being entitled to obtained dividend, bonus share or the other rights. 2. The provisions on Collective Depository shall subject to the regulations of Depository and Settlement Institution, laws in Capital Market and the provisions of Stock Exchange at which the Company’s shares are registered.
TRANSFER OF RIGHTS OF SHARE Article 9 1. a. The form and procedure of the transfer of rights of Company’s share included in the Collective Depository traded in the Stock Exchange shall be obliged to comply with the provisions in the statutory regulations on Capital market and regulations of Stock Exchange in which the Company’s shares are registered. b. In terms of the Company does not issue collective share certificate, the Company’s shares shall be electronically administered in the Collective Depository in the Depository and Settlement Institution under the Securities Registration Agreement in the Custody of Indonesian Securities Central. c. Transfer of Rights of share included in the Collective Depository shall be performed by transfer from one Securities account to the other in the Depository and Settlement Institution, Custodian Bank and Securities Company.
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d. Transfer of rights of share shall only be applicable after the registration of the transfer in the Company’s Shareholders’ List, the rights shall comply with the provisions of the applicable statutory regulations, provisions on Capital Market and provisions of Stock Exchange in which the Company’s shares are registered. e. The transfer of rights of share document shall be in the form as determined and/or applicable to the Board of Directors under the provision that, the transfer of rights of share document on the shares registered in the Stock Exchange shall comply with the applicable regulations in the Stock Exchange in which the shares are registered, without diminishing the applicable statutory regulations on Capital Market. 2. a. The form and procedure of the transfer of rights of Company’s share not included in the Collective Depository traded in the Stock Exchange shall be obliged to comply with the provisions in the statutory regulations on Capital Market. b. Transfer of rights of share not included in the Collective Depository shall be proven by a document signed by or on behalf of the Party transferring the rights and by or on behalf of the Company receiving the transfer of rights on the concerned share. 3. The transfer of rights of shares in contrary to the provisions in this articles of association or not in accordance with the applicable statutory regulations or without approval of the authorized party if required, shall not be applicable to the Company. 4. The Board of Directors, on its own discretion and by stating reason thereof, may refuse to register the transfer of right of share in the Shareholders’ List in terms of the provision in this articles of association is not complied with. 5. In terms of the Board of Directors refuses to register the transfer of right of shares, the Board of Directors shall be obliged to deliver notification of refusal to the party intending to transfer the rights in not later than 30 (thirty) calendar days after the application date for such registration is received by the Board of Directors by complying with the applicable statutory regulations on Capital market and regulations of Stock Exchange in which the Company’s shares are registered. 6. In terms of change of ownership of a share, the original owner registered in the Shareholders’ List shall be considered as owner of the share until the name of the new owner is registered in the Shareholders’ List, which complies with the provisions of the applicable statutory regulations and provisions on Capital Market and the provisions of Stock Exchange in which the Company’s shares are registered. 7. Any individual obtaining the rights of a share due to death of a shareholder or due to any other cause resulting in ownership of a share to change by law, may be allowed by submitting the evidence of rights, as may be required from time to time by the Board of Directors, submitting written application to be enlisted as shareholder of the concerned share. Registration may only be performed in terms of the Board of Directors well receives the basis of proof of evidence and without diminishing the provisions in this articles of association.
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GENERAL MEETING OF SHAREHOLDERS Article 10 1. General Meeting of Shareholders, hereinafter shall be referred to as “GMS” consists of: a. Annual GMS. b. Other GMS, which in this articles of association shall be referred to as Extraordinary GMS. 2. The term GMS in this Articles of Association may mean both, namely the Annual GMS and the Extraordinary GMS, unless firmly stated otherwise. 3. The Annual GMS shall be obliged to be convened annually, in not later than 6 (six) months after the Company’s accounting year is closed. 4. In the Annual GMS: a. The Board of Directors submits: (i) Report concerning the operation of the Company and financial administration of the recently passed accounting year, which has been examined by the Board of Commissioners (hereinafter shall be referred to as Annual Report) to obtain approval from GMS. (ii) Financial report which has been audited by a Public Accountant to obtain validation from GMS. (iii) Work plan and annual budget for the upcoming year which has been approved by the Board of Commissioners. b. The Board of Commissioners submits report on its supervisory duties conducted during the past accounting year. c. The use of profit is stipulated, in terms of the Company obtains positive profit balance from the past accounting year and profit which has not been distributed from the past accounting years shall be resolved under the proposal of the Board of Directors. d. Appointment of public accountant is performed, which authority may be bestowed by the GMS to the Company’s Board of Commissioners on behalf of the GMS and e. If required, appointment of the members of the Board of Directors and Board of Commissioners and stipulation of fees and other allowances of the members of the Board of Directors and Board of Commissioners is performed. f. Other matters proposed may be resolved, without diminishing the provisions of this Articles of Association. 5. Approval of the Annual Report and Validation of the Financial Report by the Annual GMS means to grant full redemption and exemption of responsibility to the members of the Board of Directors and the Board of Commissioners for the management and supervision they have performed during the past accounting year, as far as the actions are reflected in the Annual Report and Financial Report
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6. Extraordinary GMS may be convened at any time based on the requirements for the interest of the Company, to discuss and resolve meeting agenda, unless meeting agenda as stated in paragraph 4 letters a to e, by complying with the applicable statutory regulations and this Articles of Association.
ENFORCEMENT OF GMS Article 11 1. 1 (one) or more shareholder who together represent 1/10 (a tenth) or more than the amount of all shares with voting rights shall be entitled to request for the enforcement of GMS. 2. Such written request on the enforcement of GMS as stated in paragraph (1) shall be submitted to the Board of Directors by registered mail accompanied by its reasons. 3. The request to enforce the GMS as stated in paragraph (1) shall: a. Be performed in good intention; b. Consider the interest of the Company. c. Be a request requiring resolution from GMS; d. Be accompanied by reasons and materials related with the matters to be resolved in the GMS; and e. Not be in contrary to statutory regulations and Articles of Association of the Company. 4. The Board of Directors shall be obliged to announce the GMS to the shareholders in the period not later than 15 (fifteen) days since the date of request of the enforcement of GMS as stated in paragraph (1) is received by the Board of Directors. 5. In terms of the Board of Directors does not announce the GMS as stated in paragraph (4), shareholder may resubmit request for the enforcement of GMS to the Board of Commissioners. 6. The Board of Commissioners shall be obliged to announce the GMS to the shareholders in the period not later than 15 (fifteen) days since the date of request for the enforcement of GMS as stated in paragraph (5) is received by the Board of Commissioners. 7. In terms of the Board of Directors or the Board of Commissioners does not announce the GMS in the period as stated in paragraph (4) and paragraph (6), the Board of Directors or Board of Commissioners shall be obliged to announce: a. There is request of the enforcement of GMS from shareholder as stated in Article (1); and b. The reasons of the GMS to not be enforced. 8. The announcement as stated in paragraph (7) shall be conducted in the period not later than 15 (fifteen) days since the request for the enforcement of GMS from shareholders as stated in paragraph (4) and paragraph (6) is received. 9. The announcement as stated in paragraph (7) shall be conducted through: a. 1 (one) national newspaper in Indonesian language with national distribution; b. Stock Exchange’s website; and c. Company’s website, in Indonesian language and foreign language, under the provision that the used foreign language shall at least be English.
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10. The announcement as stated in paragraph (9) letter c states similar information as that in the announcement using Indonesian language. 11. In terms of there are differences in the interpretation of information announced in the foreign language and that of announced in Indonesian language as stated in paragraph (10), the information used as reference shall be information in Indonesian language. 12. Proof of announcement as stated in paragraph (9) letter a and copy of request for the enforcement of GMS as stated in paragraph (2) shall be submitted to the Financial Services Authority in not later than 2 (two) business days after the announcement. 13. In terms of the Board of Commissioners does not conduct any GMS announcement as stated in paragraph (6), the shareholder as stated in paragraph (1) may submit request for the enforcement of GMS to the head of district court which judicial region covers the Company’s domicile to stipulate permission for the enforcement of GMS. 14. Shareholder who has obtain a court’s decision for the enforcement of a GMS as stated in paragraph (1) shall be obliged: a. To perform announcement, calling of GMS, announcement of the summary of the minutes of GMS, on the GMS convened in accordance with the provisions of this Articles of Association. b. To perform notification on the enforcement of GMS and to submit proof of announcement, proof of calling, minutes of GMS and proof of announcement of the summary of minutes of GMS on the GMS convened to the Financial Services Authority in accordance with the provisions of this Articles of Association. c. To attach documents stating the names of shareholders and the amount of share ownership in the Company which has obtained the court’s decision to convene GMS and court’s decision in the notification as stated in letter b to the Financial Services Authority concerning the enforcement of GMS. 15. Shareholder as stated in paragraph (1) shall be obliged to not transfer his/her share ownership in the period of a minimum 6 (six) months after the GMS in terms of the request to convene GMS is fulfilled by the Board of Directors or stipulated by the court.
PLACE AND TIME FOR THE ENFORCEMENT OF GMS Article 12 1. The GMS shall be obliged to be convened in the territory of the Republic of Indonesia. 2. The Company shall determine the place and time of the enforcement of GMS. 3. Place of the enforcement of GMS as stated in paragraph (2) shall be obliged to be performed in: a. The place of domicile of the Company; b. The place where the Company conducts its main business activities; c. The provincial capital where the Company domiciles or where the Company convenes its main business activities; or
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d. The province where the Stock Exchange in which the Company’s shares are registered is located. 4. The GMS may also be conducted through the following media, such as teleconference, video conference or other electronic medias which make possible for GMS participants to see each other and to directly hear and to participate in the GMS and Report or Minutes of GMS shall be made which shall be approved and signed physically or electronically by all GMS participants, in order to meet the requirements of attendance quorum for the taking of GMS resolution which is calculated based on participation of GMS participants, as stipulated in Act of the Republic of Indonesia Number 40 of 2007 (two thousand seven) on Limited Liability Company; the Board of Directors shall have the authority to state the resolution of GMS through teleconference, video conference or other electronic media in the deed made before a Notary and to conduct any actions required by the Board of Directors in accordance with GMS resolution through telecommunication, video conference or other electronic medias.
NOTIFICATION OF GMS Article 13 1. The Company shall be obliged to submit notification of meeting agenda to the Financial Services Authority in not later than 5 (five) business days before the GMS announcement, without calculating the date of GMS announcement. 2. The meeting agenda as stated in paragraph (1) shall be stated clearly and in details. 3. In terms of changes to the meeting agenda as stated in paragraph (2), the Company shall be obliged to submit changes of the concerned agenda to the Financial Services Authority in not later than the calling for GMS. 4. The provisions of paragraph (1) to paragraph (3) shall be mutatis mutandis applicable to the notification for the enforcement of GMS by shareholder which has obtained a court’s stipulation to conduct GMS as stated in Article 11 paragraph (14).
ANNOUNCEMENT OF GMS Article 14 1. The Company conducts GMS announcement to shareholders in not later than 14 (fourteen) days before the calling for GMS without calculating the date of announcement and the date of calling. 2. The GMS announcement as stated in paragraph (1) shall at least state: a. The provisions of shareholders being entitled to attend the GMS; b. The provisions of shareholders being entitled to suggest the meeting agenda; c. Date of GMS enforcement; and d. Date of GMS calling.
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3. In terms of the GMS is convened under the request of shareholder as stated in Article 11, in addition to contain the matters as stated in paragraph (2), the GMS announcement as stated in paragraph (1) state the information that the Company convenes the GMS due to request from the shareholder. 4. The GMS announcement to shareholders as stated in paragraph (1) shall be conducted through: a. 1 (one) national newspaper in Indonesian language with national distribution; b. Stock Exchange’s website; and c. Company’s website, in Indonesian language and foreign language, under the provision that the used foreign language shall at least be English. 5. The GMS announcement in foreign language as stated in paragraph (4) letter c states similar information as that in the GMS announcement using Indonesian language. 6. In terms of differences in the interpretation of information announced in the foreign language and that of announced in Indonesian language as stated in paragraph (5), the information used as reference shall be information in Indonesian language. 7. Proof of GMS announcement as stated in paragraph (4) letter a shall be submitted to the Financial Services Authority in not later than 2 (two) business days after the GMS announcement. 8. In terms of the GMS is convened on the request of shareholder, submission of proof of GMS announcement as stated in paragraph (7) shall also be accompanied by copy of request of GMS enforcement as stated in Article 11 paragraph (2). 9. The provision as stated in paragraph (1) to paragraph 8 shall be mutatis mutandis applicable to the announcement of GMS enforcement by shareholder which has obtained a court’s decision to convene GMS as stated in Article 11 paragraph (14). 10. Shareholder may propose meeting agenda in writing to the Board of Directors in not later than 7 (seven) days before the GMS calling. 11. Shareholder entitled to propose the meeting agenda as stated in paragraph (10) shall be 1 (one) shareholder or more who represents 1/20 (one per twenty) or more of the total shares with voting rights. 12. The proposal of the meeting agenda as stated in paragraph (10): a. Shall be conducted in good intention; b. Shall consider the interest of the Company; c. Shall submit reason and materials for the meeting agenda; and d. Shall not be in contrary to statutory regulations. 13. The proposal of meeting agenda from shareholder as stated in paragraph (10) shall be the agenda requiring GMS resolution. 14. The Company shall be obliged to state the proposal of meeting agenda from shareholder as stated in paragraph (10) to paragraph (13) in the meeting agenda stated in the calling. CALLING OF GMS Article 15
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1. The Company shall call the shareholders in not later than 21 (twenty one) days before the GMS without calculating the calling date and GMS date. 2. The calling for the GMS as stated in paragraph (1) shall at least state the following information: a. Date of GMS; b. Time of GMS; c. Place of GMS; d. The provision of shareholders being entitled to attend the GMS; e. Meeting agenda including explanation of each meeting agenda; and f. Information stating the materials related with the meeting agenda to be available for shareholders since the date of the GMS calling to the date of the GMS. 3. The calling for GMS to shareholders as stated in paragraph (1) shall be conducted through: a. 1 (one) national newspaper in Indonesian language with national distribution; b. Stock Exchange’s website; and c. Company’s website, in Indonesian language and foreign language, under the provision that the used foreign language shall at least be English. 4. The GMS calling in foreign language as stated in paragraph (3) letter c and paragraph (4) letter b shall be obliged to state similar information as that in the GMS information using Indonesian language. 5. In terms of differences in the interpretation of information in the calling in the foreign language and that in the calling in Indonesian language as stated in paragraph (4), the information used as reference shall be information in Indonesian language. 6. Proof of GMS calling as stated in paragraph (3) letter a shall be submitted to the Financial Services Authority in not later than 2 (two) business days after the GMS calling. 7. The provision as stated in paragraph (1) to paragraph (6) shall be mutatis mutandis applicable to the calling for the enforcement of GMS by shareholder which has obtained a court’s decision to convene GMS as stated in Article 11 paragraph (14). 8. The Company shall provide the materials for the meeting agenda to shareholders. 9. The materials for meeting agenda as stated in paragraph (8) shall be available since the date of GMS calling until the enforcement of GMS. 10. In terms of there are other provisions of statutory regulations concerning the obligation of availability of meeting agenda earlier than the provisions as stated in paragraph (9), the provisioning of the concerned material for meeting agenda shall comply with the provisions of the other statutory regulations. 11. The materials for meeting agenda available as stated in paragraph (9) may be in the form of copies of physical and/or electronic document. 12. The copy of physical document as stated in paragraph (11) shall be given for free at the Company’s office in terms of being requested in writing by shareholder.
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13. Copy of electronic document as stated in paragraph (11) may be accessed or downloaded through the Company’s website. 14. In terms of the meeting agenda concerning the appointment of the members of the Board of Directors and/or members of the Board of Commissioners, curriculum vitae of the prospective members of the Board of Directors and/or members of the Board of Commissioners to be appointed shall be obliged to be available: a. In the Company’s website in not later than the calling date until the enforcement of GMS; or b. At any other time in addition to the time as stated in letter a but in not later than the enforcement of GMS. 15. The Company shall be obliged to conduct revision of the calling of GMS in terms of modification of information in the calling of GMS conducted as stated in paragraph (2). 16. In terms of revision in the calling for GMS as stated in paragraph (15) states information on the modification of the enforcement date of GMS and/or addition of GMS agenda, the Company shall conduct another calling for GMS with the procedure of calling as regulated in this Article. 17. The provision to conduct repeated calling of GMS as stated in paragraph (16) shall not be applicable in terms of the revision to GMS calling concerning modification of the date of GMS enforcement and/or addition of GMS agenda shall be conducted not because of the Company’s errors. 18. Proof of revision in the calling shall not become failure of the Company as stated in paragraph (17) shall be submitted to the Financial Services Authority on the same date as the revision. 19. The provision on the media and submission of proof of calling of the GMS as stated in paragraph (3) and paragraph (6) shall be mutatis mutandis applicable for the revision media for GMS calling and submission of proof of revision of GMS calling as stated in paragraph (15). 20. Calling of the second GMS shall be conducted under the provisions that: a. Calling of the second GMS shall be conducted in the period not later than 7 (seven) days before the second GMS is convened. b. The calling of the second GMS shall state that the first GMS has been convened but has not reached attendance quorum. c. The second GMS shall be convened in the period as earlier as 10 (ten) days and in not later than 21 (twenty one) days after the first GMS is convened. 21. The provision on the media of calling and revision of the calling of the GMS as stated in paragraph (3) up to paragraph (6) and paragraph (15) up to paragraph (19) shall be mutatis mutandis applicable for the calling of the second GMS. 22. The calling for the third GMS shall be conducted under the provisions that: a. The calling for the third GMS on the Company’s request shall be stipulated by the Financial Services Authority. b. The calling of the third GMS shall state that the second GMS has been convened but has not reached attendance quorum.
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RIGHTS OF SHAREHOLDERS Article 16 1. Shareholders, individually or represented under a power of attorney shall be entitled to attend GMS. 2. Shareholders who are entitled to attend the GMS shall be those whose names are registered in the Company’s shareholders’ list in 1 (one) business day before the calling of GMS. 3. In terms of revision in the calling as stated in Article 15 paragraph (15), shareholders who are entitled to attend the GMS shall be those whose names are registered in the shareholders’ list of the Company in 1 (one) business day before the revision of the calling for GMS. 4. During the enforcement of GMS, shareholders shall be entitled to obtain information on the meeting agenda and materials related with the meeting agenda insofar they are not in contrary to the Company’s interests.
ATTENDANCE OF OTHER PARTY IN THE GMS Article 17 During the enforcement of GMS, the Company may invite other parties related with the GMS agenda.
CHAIRPERSONS OF GMS Article 18 1. The GMS shall be chaired by member of the Board of Commissioners appointed by the Board of Commissioners. 2. In terms of all members of the Board of Commissioners are not present or not being able to present, the meeting shall be chaired by one of the members of the Board of Directors appointed by the Board of Directors. 3. In terms of all members of the Board of Commissioners or members of the Board of Directors are not present or not being able to present as stated in paragraph (1) and paragraph (2), the GMS shall be chaired by a shareholder attended the GMS who is appointed from and by the participants of GMS. 4. In terms of the member of the Board of Commissioners appointed by the Board of Commissioners to chair the GMS has conflict of interest with the agenda to be resolved in the GMS, the GMS shall be chaired by the other member of the Board of Commissioners not having conflict of interest appointed by the Board of Commissioners. 5. In terms of all members of the Board of Commissioners have conflict of interest, the GMS shall be chaired by one of the members of the Board of Directors appointed by the Board of Directors. 6. In terms of one of the members of the Board of Directors appointed by the Board of Directors to chair the GMS has conflict of interest on the agenda to be resolved in the GMS, the GMS shall be chaired by member of the Board of Directors not having conflict of interest.
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7. In terms of all members of the Board of Directors have conflict of interest, the GMS shall be chaired by one of the non-controller shareholders selected by the other majority shareholders attended the GMS.
CODE OF CONDUCT OF GMS Article 19 1. During the enforcement of GMS, code of conduct of the GMS shall be given to the shareholders in presence. 2. The principles of the code of conduct of the GMS as stated in paragraph (1) shall be read before the GMS is started. 3. During the opening of GMS, chairperson of GMS gives explanation to the shareholders concerning at least the following matters: a. General condition of the Company in brief; b. Agenda of the meeting; c. Mechanism of decision taking related with the meeting agenda; and d. Procedures of the utilization of shareholders’ rights to submit questions and/or opinions. 4. Any matters submitted by the shareholders during the discussion or voting in the GMS shall comply with the code of conduct and it directly relates with one of the concerned Meeting agenda.
RESOLUTION OF GMS Article 20 1. Resolution of GMS shall be taken under negotiation for consensus. 2. In terms of the resolution based on negotiation for consensus as stated in paragraph (1) is not reached, the resolution may be taken by voting. 3. The resolution taking through voting as stated in paragraph (2) shall be performed by complying with the provisions of attendance quorum and GMS resolution quorum.
ATTENDANCE QUORUM AND RESOLUTION QUORUM Article 21 1. Attendance quorum and GMS resolution quorum for the agenda to be resolved in the GMS shall be conducted by complying with the following provisions: a. The GMS may be convened in terms of in the GMS more than 1/2 (half) part of the total shares with voting rights are present or being represented, unless the Laws and/or this Articles of Association determine larger quorum; b. In terms of the quorum as stated in letter a is not reached, the second GMS shall be conducted under the provision that the second GMS shall be valid and entitled to take resolution in terms
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of in the GMS there are at least 1/3 (a third) part of the total shares with voting rights are present or being represented, unless this Articles of Association determines larger quorum; c. Resolution of the GMS as stated in letter a and letter b shall be valid in terms of being approved by more than 1/2 (half) part of the total shares with voting rights attending the GMS, unless the Laws and/or this Articles of Association determines that the resolution shall be valid in terms of being approved by larger amount of agreeing votes. 2. In terms of the attendance quorum in the second GMS as stated in paragraph (1) letter b is not reached, a third GMS shall be convened under the provision that the third GMS shall be valid and entitled to take resolution in terms of being attended by shareholders of the shares with valid voting rights in the attendance quorum and resolution quorum as stipulated by the Financial Services Authority on the request of the Company. 3. The attendance quorum and resolution quorum of the GMS for the agenda of amendment to the Company’s Articles of Association which requires approval of the Minister of Law and Human Rights, except for amendment of this Articles of Association in order to renew the Company’s establishment period which is conducted under the following provisions: a. The GMS may be convened in terms of the GMS is attended by shareholders representing at least 2/3 (two third) part of the total shares with valid voting rights. b. The resolution of GMS as stated in letter a shall be valid in terms of being approved by more than 2/3 (two third) part of the total shares with valid voting rights attending the GMS. c. In terms of the quorum as stated in letter a is not reached, a second GMS shall be convened under the provision that the second GMS shall be valid and entitled to take resolution in terms of the GMS is attended by shareholders representing at least 3/5 (three fifth) part of the total shares with valid voting rights. d. The resolution of the second GMS shall be valid in terms of being approved by more than 1/2 (half) part of the total shares with valid voting rights attending the GMS. e. In terms of the attendance quorum in the second GMS as stated in letter c is not reached, a third GMS shall be convened under the provision that the third GMS shall be valid and entitled to take resolution in terms of being attended by shareholders of the shares with valid voting rights in the attendance quorum and resolution quorum as stipulated by the Financial Services Authority on the request of the Company. 4. The attendance quorum and resolution quorum of the GMS for the agenda of transferring the Company’s assets which are more than 50% (fifty percent) of the total Company’s net assets in 1 (one) transaction or more, whether related one and another or not, to make as mortgage the Company’s assets which are more than 50% (fifty percent) of the total Company’s net assets in 1 (one) transaction or more, whether related one and another or not, merger, consolidation, taking over, separation, submission of request that the Company to be declared bankrupt, renewal of the
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Company’s period of establishment and dissolution of the Company, shall be conducted under the following provisions: a. The GMS may be convened in terms of the GMS is attended by shareholders representing at least 3/4 (three quarters) part of the total shares with valid voting rights. b. The resolution of GMS as stated in letter a shall be valid in terms of being approved by more than 3/4 (three quarters) part of the total shares with valid voting rights attending the GMS. c. In terms of the quorum as stated in letter a is not reached, a second GMS shall be convened under the provision that the second GMS shall be valid and entitled to take resolution in terms of the GMS is attended by shareholders representing at least 2/3 (two third) part of the total shares with valid voting rights. d. The resolution of the second GMS shall be valid in terms of being approved by more than 3/4 (three quarters) part of the total shares with valid voting rights attending the GMS. e. In terms of the attendance quorum in the second GMS as stated in letter c is not reached, a third GMS shall be convened under the provision that the third GMS shall be valid and entitled to take resolution in terms of being attended by shareholders of the shares with valid voting rights in the attendance quorum and resolution quorum as stipulated by the Financial Services Authority on the request of the Company. 5. The attendance quorum and resolution quorum of the GMS for the agenda of transaction having conflict of interest shall be conducted under the following provisions: a. The GMS may be convened in terms of the GMS is attended by Independent Shareholders representing more than 1/2 (half) part of the total shares with valid voting rights owned by Independent Shareholders. b. The resolution of GMS as stated in letter a shall be valid in terms of being approved by Independent Shareholders representing more than 1/2 (half) part of the total shares with valid voting rights owned by Independent Shareholders. c. In terms of the quorum as stated in letter a is not reached, a second GMS shall be convened under the provision that the second GMS shall be valid and entitled to take resolution in terms of the GMS is attended by Independent Shareholders representing more than 1/2 (half) part of the total shares with valid voting rights owned by Independent Shareholders. d. The resolution of the second GMS shall be valid in terms of being approved by more than 1/2 (half) part of the total shares owned by Independent Shareholders attending the GMS. e. In terms of the attendance quorum in the second GMS as stated in letter c is not reached, a third GMS shall be convened under the provision that the third GMS shall be valid and entitled to take resolution in terms of being attended by Independent Shareholders with valid voting rights, in the attendance quorum as stipulated by the Financial Services Authority on the request of the Company.
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f. The resolution of the third GMS shall be valid in terms of being approved by Independent Shareholders representing more than 50% (fifty percent) shares owned by Independent Shareholders being present. g. Shareholders having conflict of interest shall be considered as giving similar resolution as that approved by Independent Shareholders not having conflict of interest. 6. Shareholders of the shares with valid voting rights attending the GMS but remain abstain (not giving votes) shall be considered to have given similar vote as that of the majority shareholders giving votes. 7. In voting, the vote issued by the shareholders shall be applicable to the entire shares they own and shareholders shall not be entitled to grant authority to more than one attorney for some of the amount of shares they own with different votes. 8. The provision as stated in paragraph (7) shall be excluded to: a. Custodian Bank or Securities Company as Custodian representing its customers who are owners of the Company’s shares. b. Investment Manager representing the interest of Investment Fund he/she manages.
MINUTES OF GMS AND SUMMARY OF THE MINUTES OF GMS Article 22 1. The Company shall be obliged to make minutes of GMS and summary of the minutes of GMS. 2. The minutes of GMS shall be made and signed by chairperson of meeting and at least 1 (one) shareholder appointed from and by participants of GMS. 3. The signatures as stated in paragraph (2) shall not be required in terms of the minutes of GMS is made as deed of the minutes of GMS made by Notary. 4. The minutes of GMS as stated in paragraph (1) shall be obliged to be delivered to the Financial Services Authority in not later than 30 (thirty) days since the GMS is convened. 5. In terms of the submission period as stated in paragraph (4) falls on a holiday, the minutes of GMS shall be submitted in not later than the subsequent business day. 6. The summary of the minutes of GMS as stated in paragraph (1) shall be obliged to state at least the following information: a. Date of GMS, place of GMS, time of GMS and currency of GMS; b. Members of the Board of Directors and members of the Board of Commissioners attending the GMS; c. Number of shares with valid voting rights in presence during the GMS and its percentage of the total shares having valid voting rights; d. Whether given or not the opportunity to shareholders to ask questions and/or give opinions related with the meeting agenda;
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e. Number of shareholders asking questions and/or giving opinions related with the meeting agenda, in terms of the shareholders are being given the opportunity; f. Mechanism of resolution taking in the GMS; g. Voting result which includes number of agreeing, disagreeing and abstain (not giving votes) votes for each meeting agenda, in terms of the resolution is taking by voting; h. Resolution of GMS; and i. The implementation of cash dividend payment to the entitled shareholders, in terms of there is GMS resolution related with the distribution of cash dividend. 7. The summary of minutes of GMS as stated in paragraph (6) shall be announced to public through at least: a. 1 (one) daily newspaper in Indonesian language with national distribution; b. Stock Exchange’s website; and c. Company’s website, in Indonesian language and foreign language, under the provision that the used foreign language shall at least be English. 8. The summary of minutes of GMS using foreign language as stated in paragraph (7) letter c states similar information as that in the summary of minutes of GMS using Indonesian language. 9. In terms of differences in the interpretation of information in the summary of minutes of GMS in the foreign language and that in the summary of minutes of GMS in Indonesian language as stated in paragraph (8), the information used as reference shall be information in Indonesian language. 10. The announcement of the summary of minutes of GMS as stated in paragraph (7) shall be announced to public in not later than 2 (two) business days after the GMS is convened. 11. Proof of announcement of the summary of minutes of GMS as stated in paragraph (7) letter a shall be obliged to be submitted to the Financial Services Authority in not later than 2 (two) business days after the being announced. 12. The provision in paragraphs (4), (5), (7), (10) and paragraph (11) shall be mutatis mutandis applicable to: a. The submission to Financial Services Authority on the minutes of GMS and the summary of minutes of GMS announced; and b. The announcement of the summary of minutes of GMS by shareholder which has obtained a court’s decision to convene GMS as stated in Article 11 paragraph (14). 13. In terms of there is GMS resolution related with distribution of cash dividend, the Company shall execute the payment of cash dividend to the entitled shareholder in not later than 30 (thirty) days since the summary of minutes of GMS resolving the distribution of cash dividend is announced.
BOARD OF DIRECTORS Article 23 1. The Board of Directors of the Company shall at least consist of 2 (two) members of the Board of Directors.
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2. 1 (one) of the members of the Board of Directors shall be appointed as the President Director. 3. Members of the Board of Directors shall be appointed and dismissed by the GMS. 4. Members of the Board of Directors shall be appointed for a certain term of office and may be reappointed. 5. 1 (one) term of office for the members of the Board of Directors shall be 5 (five) years or until the closing of annual GMS in the 5th (fifth) year after the appointment. 6. Those who may be appointed as members of the Board of Directors are only individuals meeting the requirements during appointment and during service period, in accordance with the provisions of Capital Market. 7. The meeting of requirements as stated in paragraph (6) shall be stated in a statement and submitted to the Company. 8. The statement as stated in paragraph (7) shall be examined and documented by the Company. 9. The Company shall convene a GMS to conduct replacement of members of the Board of Directors not meeting the requirements as stated in paragraph (6) to paragraph (8). 10. Members of the Board of Directors may double the position as: a. Members of the Board of Directors in at most 1 (one) Issuer or the other Public Company; b. Members of the Board of Commissioners in at most 3 (three) Issuers or the other Public Companies; and/or c. Members of the committee in at most 5 (five) committees in Issuers or the other Public Companies where the concerned also serve as members of the Board of Directors or members of the Board of Commissioners; 11. Double position as stated in paragraph (10) may only be performed insofar it is not in contrary to the other statutory regulations. 12. In terms of there is statutory regulation controlling the provision on double position which is different than that in the Regulation of Capital Market, the provision imposed shall be the one regulates stricter. 13. Any suggestion of appointment, dismissal and/or replacement of members of the Board of Directors to GMS shall comply with the recommendation from the Board of Commissioners or committee operating the nomination functions. 14. Members of the Board of Directors may resign the position before his/her term of office ends. 15. In terms of there are members of the Board of Directors resigning the position by as stated in paragraph (14), the concerned members of the Board of Directors shall submit written request concerning the intention to the Company. 16. The Company shall convene a GMS to resolve the resignation of the members of the Board of Directors as stated in paragraph (15) in not later than 90 (ninety) days after the request for resigning is received.
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17. The Company shall conduct information openness to public and submit to the Financial Services Authority in not later than 2 (two) business days after: a. The request for resigning from the Board of Directors as stated in paragraph (15) is received; and b. The result of GMS as stated in paragraph (16). 18. In terms of the Company does not convene a GMS in the period as stated in paragraph 16 of this Article, with the passing of the period, resignation of the members of the Board of Directors shall be valid without requiring approval from the GMS. 19. In terms of the members of the Board of Directors are resigning which causes the number of members of the Board of Directors to become less than 2 (two) Directors, the resigning shall be valid in terms of having been stipulated by the GMS and new member of the Board of Directors has been appointed to meet the minimum requirements of the number of members of the Board of Directors. 20. Members of the Board of Directors may be temporarily dismissed by the Board of Commissioners by stating the reasons. 21. The temporary dismissal as stated in paragraph (20) shall be notified in writing to the concerned members of the Board of Directors. 22. In terms of there are members of the Board of Directors being temporarily dismissed as stated in paragraph (20), the Board of Commissioners shall convene a GMS to revoke or strengthen the resolution of temporary dismissal. 23. The GMS as stated in paragraph (22) shall be convened in the period of not later than 90 (ninety) days after the date of temporary dismissal. 24. With the passing of period of GMS as stated in paragraph (23) or the GMS is unable to take resolution, the temporary dismissal as stated in paragraph (20) shall be annulled. 25. In the GMS as stated in paragraph (3) the concerned member of the Board of Directors shall be given the opportunity to defend himself/herself. 26. Members of the Board of Directors being temporarily dismissed as stated in paragraph (20) shall not be authorized: a. To operate administration of the Company for the interest of the Company in accordance with the aim and objective of the Company; and b. To represent the Company within or outside the court. 27. Revocation of authority as stated in paragraph (26) shall be applicable since the decision of the temporary dismissal by the Board of Commissioners until: a. There is GMS resolution strengthening or revoking the temporary dismissal as stated in paragraph (20); or b. The passing of period as stated in paragraph (24). 28. The Company conducts information openness to public and submits to the Financial Services Authority concerning:
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a. Resolution of the temporary dismissal; and b. The result of GMS execution as stated in paragraph (22) or information concerning the annulment of the temporary dismissal by the Board of Commissioners because the GMS is not executed until the passing of period as stated in paragraph (24), in not later than 2 (two) business days after the event. 29. A member of the Board of Directors appointed to replace the vacant position of the member of the Board of Directors or as addition to the existing members of the Board of Directors, shall be appointed for the period which is the remaining term of office of the other member of the Board of Directors in service. 30. The position of the members of the Board of Directors ends under the following circumstances: a. Resigning in accordance with the provision of paragraph 14 of this Article; b. No longer meeting the requirements in the statutory regulations; c. Passes away; d. Being dismissed based on the resolution of the GMS.
DUTY, RESPONSIBILITY AND AUTHORITY OF THE BOARD OF DIRECTORS Article 24 1. The Board of Directors shall have the duties to execute and be responsible on the management of the Company for the interest of the Company in accordance with the aim and objective of the Company stipulated in this articles of association. 2. In executing the duties and responsibilities on the management as stated in paragraph (1), the Board of Directors shall convene Annual GMS and Extraordinary GMS as regulated in statutory regulations and this articles of association. 3. Every member of the Board of Directors shall be obliged to execute the duties and responsibilities as stated in paragraph (1) in good intention, fully responsible and in prudent manner. 4. In order to support the effectiveness of the execution of duties and responsibilities as stated in paragraph (1), the Board of Directors shall establish a committee. 5. In terms of a committee is established as stated in paragraph 4, the Board of Directors conducts evaluation towards the committee’s performance by the end of accounting year. 6. Every member of the Board of Directors shall be fully responsible on the loss of the Company which is caused by failure or negligence of members of the Board of Directors in executing their duties. 7. Members of the Board of Directors may not be charged for responsibility on the loss of Company as stated in paragraph (6) in terms of they may prove that: a. The loss is not caused by their failure or negligence; b. They have conducted management in good intention, full responsibility and prudence for the interest and in accordance with the aim and objective of the Company; c. They do not have any conflict of interest, directly or indirectly on the actions of the management causing such loss; and
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d. They have taken actions to prevent the arising or continuity of such loss. 8. The Board of Directors shall be authorized to conduct management as stated in paragraph (1) to paragraph (5) in accordance with the policy considered as correct, in accordance with the aim and objective stipulated in this articles of association. 9. The Board of Directors shall be entitled to represent the Company within and outside the Court concerning everything and in any events, binding the Company with other parties and other parties with the Company, and to conduct any actions, concerning management and ownership, however, with the limitation: a. For every expansion or reduction of the Company’s activities; b. To transfer, release the right and interest or make collateral on the Company’s assets for the amount exceeding IDR25,000,000,000,- (twenty five billion rupiah) or its equivalent in other currency up to the amount equal to 50% (fifty percent) of the net asset as registered in the Company’s balance approved by the latest Annual General Meeting of Shareholders, in a transaction; c. Bind the company as guarantor, not including granting of guarantee by the Company for Stand By Letter of Credit (SBLC) or Bank Guarantee or other similar bank guarantee products conducted in the Company’s daily business activities; d. To obtain immovable property by purchasing, leasing or other methods (not including grant) with the price (in terms of leasing, the payment of lease per year) exceeding IDR25,000,000,000,- (twenty five billion rupiah) or its equivalent in other currency, in a transaction. Shall be under approval from the Board of Commissioners. 10. Legal action to transfer the Company’s assets or to make collateral on the Company’s assets which is more than 50% (fifty percent) of the net asset of the Company in one transaction or better which relates one and another or not, shall be approved by the latest GMS as stated in paragraph 21.4, article 21 of the Company’s articles of association. 11. The legal action as stated in paragraph 24.10 above shall also be obliged to be announced in 2 (two) daily newspapers in Indonesian language distributed in the Company’s domicile in not later than 30 (thirty) days since the legal action is conducted. 12. 2 (two) members of the Board of Directors shall collectively be entitled and authorized to act for and on behalf of the Board of Directors and to represent the Company. 13. Members of the Board of Directors shall not be authorized to represent the Company in terms of: a. There is a case in the court between the Company and the concerned members of the Board of Directors; and b. The concerned members of the Board of Directors have conflict of interest with the interest of the Company. 14. In terms of there is condition as stated in paragraph (13), the one being entitled to represent the Company shall be:
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a. The other members of the Board of Directors not having conflict of interest with the Company; b. The Board of Commissioners, in terms of all members of the Board of Directors have conflict of interest with the Company; or c. Another party appointed by the GMS in terms of all members of the Board of Directors or Board of Commissioners have conflict of interest with the Company.
MEETING OF THE BOARD OF DIRECTORS Article 25 1.a. Board of Directors Meeting can be held at any time when deemed necessary by the President Director, or by 2 (two) members of the Board of Directors or at the written request of the Board of Commissioners or upon written request from 1 (one) or more shareholders, who together represent 1/10 (one tenth) portion or more, of the total number of shares that have been issued by the Company, with valid voting rights. b. The Board of Directors required to hold a Meeting of Board of Directors periodically, at least 1 (once) a month. 1. Board of Directors Meeting as referred to in paragraph 1 can be carried out, valid and has the right to make binding decisions if attended by more than 1/2 (one half) of the total members of the Board of Directors, present or represented at the meeting. 2. The Board of Directors required to hold Board of Directors Meeting with the Board of Commissioner periodically, at least once in 4 (four) months. 3. The presence of members of the Board of Directors in the meeting, as referred to in paragraph 1 and paragraph 3, required to be disclosed in the annual report of the Company. 4. The Board of Directors must arrange a schedule and agenda for periodic meetings as referred to in paragraph 1 b and paragraph 3 for the coming year, before the end of the fiscal year which outlined in the Annual Activity Plan. 5. At the scheduled meeting as referred to in paragraph 5, the meeting materials have been available to the Company, at least 5 (five) days before the meeting is held. 6. in the event that a meeting is held outside the schedule that has been prepared, as referred to in paragraph 5, the meeting materials are submitted to the meeting participants no later than before the meeting is held. 7. Summons of Board of Directors Meeting carried out by the member of the Board of Director in accordance with the provision of paragraph 11 is mentioned hereunder. Summons of Board of Directors Meeting sent by any means, in written form, which summons must be sent to the members of the Board of Director no later than 5 (five) calendar days before the meeting is held or in a shorter period of time, in an urgent situation, namely no later than 1 (one) calendar day prior to the meeting, by excluding the date of the summons and the date of the meeting, such urgent situation determined by the President Director.
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8. Such summons must state the agenda, date, time and venue of the meeting. 9. The Board of Directors meeting is held at the domicile of the Company of at the place of the business activity or at the domicile of the local Stock Exchange where the Company’s shares was registered, or in other places within the territory of the Republic of Indonesia. 10. Board of Directors Meeting presided by the President Director. In the case that the President Director is not available or absence due to whatsoever reason, which matter does not need to be provided to the third party, then one of the members of the Board of Directors who is present and selected at the Board of Directors Meeting can preside the Board of Directors Meeting. 11. A member of the Board of Directors can be represented in the Board of Directors Meeting only by another member of the Board of Directors based on an authorization letter. Each member of the Board of Directors who is present is entitled to cast 1 13. a. (one) vote and an additional 1 (one) vote for each other member of the Board of Directors he represents b. Each member of the Board of Directors who, personally, in any way whatsoever, directly or indirectly, has an interest in a transaction, a proposed contract or contract, where the Company becomes one of the party, must state the nature of the interest in the Board of Directors Meeting and not entitled to participate in voting, regarding matters relating to the transaction or contract, unless the Board of Directors Meeting determines otherwise. c. Voting on individual is carried out in a closed ballot without a signature, while voting on other matters is carried out orally, unless the chairman of the meeting determines otherwise, without objections from those who present. 14. Decision making of the Board of Directors Meeting as referred to in paragraph 1, is carried out based on deliberations aimed at reaching a consensus. 15. in the event that deliberations aimed at reaching a consensus are not reached, decision making is based on the majority vote, that is, approved by more than 1/2 (one half) of the members of the Board of Directors who are present 16. The meeting results as referred to in paragraph 1 required to be outlined in the minutes of the meeting, signed by all the members of the Board of Directors who are present, and submitted to all the members of the Board of Directors. 17. The meeting results as referred to in paragraph 1 required to be outlined in the minutes of the meeting, signed by all the members of the Board of Directors and the members of the Board of Commissioners who are present, and submitted to all the members of the Board of Directors and the members of the Board of Commissioners.
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18. In the case that there is a member of the Board of Directors and/or member of the Board of Commissioner who did not sign the meeting results as referred to paragraph 16 and paragraph 17, the related person required to mention the reason in writing in a separate letter attach to the minutes of the meeting. 19. The Minutes of Board of Directors Meeting as referred to in paragraph 16 and paragraph 17 required to be documented by the Company. 20. The Minutes of Board of Directors Meeting is a valid evidence concerning the decisions, taking in the Board of Directors Meeting, both for the members of the Board of Directors or for the third party. 21. In the event that the board of directors meeting cannot be carried out due to non-fulfillment of the deliberations aimed at reaching a consensus or decision making, then the Minutes of the Board of Directors Meeting must be made by explaining the reasons for not meeting and scheduled the replacement meeting. 22. The Board of Directors may also take valid and bind decisions without holding a Board of Directors Meeting, provided that, all the members of the Board of Directors have been informed in writing concerning the said proposals and all the members of the Board of Directors give approval concerning the proposal submitted in writing and sign the proposal. 23. The Board of Directors meetings can also be conducted through teleconferencing, video conferences, or other electronic media facilities, which enable all participants of the Board of Directors Meeting to see and/or hear directly and participate in the Board of Directors Meetings, provided that the minutes of the meeting, which use conference calls or similar communication equipment, will be made in writing and circulated among all members of the Board of Directors Meeting who participate in the meeting, to be signed. Decisions taken in such way have the same power with the decision taken validly in the Board of Directors Meeting. 24. Provisions concerning the Board of Directors Meeting which are not regulated herein, referring to the Regulation of FSA in the sector of Capital Market and provisions as well as other laws and regulations.
BOARD OF COMMISSIONERS Article 26 1. The Board of Commissioners shall at least consist of 2 (two) members of the Board of Commissioners. 2. In terms of the Board of Commissioners consists of 2 (two) members of the Board of Commissioners, 1 (one) of them shall be appointed as Independent Commissioner. 3. In terms of the Board of Commissioners consists of more than 2 (two) members of the Board of Commissioners, the number of Independent Commissioners shall reach at least 30% (thirty percent) of the total members of the Board of Commissioners.
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4. 1 (one) person among the members of the Board of Commissioners shall be appointed as President Commissioner. 5. 1 (one) term of office for the members of the Board of Commissioners shall be 5 (five) years or until the closing of annual GMS in the 5th (fifth) year after the appointment. 6. The provisions on the requirements and fulfillment of the requirements to become members of the Board of Directors as stated in Article 23 shall be mutatis mutandis applicable to the members of the Board of Commissioners. 7. In addition to meet the provisions as stated in paragraph (6), Independent Commissioner shall comply with the following requirements: a. Not a person working for or having authority and responsibility to plan, lead, control or supervise the activities of the concerned Company in the period of the last 6 (six) months, unless for reappointment as Independent Commissioner of the Company in the subsequent period; b. Not having shares, directly or indirectly in the Company; c. Not having affiliation with the Company, members of the Board of Commissioners, members of the Board of Directors or main shareholders of the Company; and d. Does not have business relation, directly or indirectly, which relates with the Company’s business activity. 8. The requirements as stated in paragraph (6) and paragraph (7) shall be fulfilled by the members of the Board of Commissioners during their term of office. 9. The Company shall convene GMS to replace members of the Board of Commissioners whose in their terms of office no longer meet the requirements as stated in paragraph (6) to paragraph (8). 10. The provisions on the appointment, dismissal and terms of office of the Board of Directors as stated in Article 23 paragraph (3) to paragraph (8) shall be mutatis mutandis applicable to the members of the Board of Commissioners. 11. Members of the Board of Commissioners may double the position as: a. Members of the Board of Directors in at most 2 (two) Issuers or the other Public Companies; and b. Members of the Board of Commissioners in at most 2 (two) Issuers or the other Public Companies. 12. In terms of the members of the Board of Commissioners do not double the position as members of the Board of Directors, the concerned members of the Board of Commissioners may double the position as members of the Board of Commissioners in at most 4 (four) Issuers or the other Public Companies. 13. Members of the Board of Commissioners may double the position as members of committee in at most 5 (five) committees in Issuers or the other Public Companies where the concerned members also serve as members of the Board of Directors or members of the Board of Commissioners.
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14. Double position as member of committee as stated in paragraph (13) may only be performed insofar it is not in contrary to the other statutory regulations. 15. In terms of there is statutory regulation controlling the provision on double position which is different than that in the Regulation of Capital Market, the provision imposed shall be the one regulates stricter. 16. Independent Commissioner who has served for 2 (two) terms of office may be reappointed in the subsequent period insofar the Independent Commissioner declares himself/herself to remain independent to the GMS. 17. The statement concerning the independence of Independent Commissioner as stated in paragraph (16) shall be stated in the annual report. 18. In terms of the Independent Commissioner serves in the Audit Committee, the concerned Independent Commissioner may only be reappointed in the Audit Committee for 1 (one) term of office of the subsequent position of the Audit Committee. 19. The proposal of appointment, dismissal and/or replacement of the members of the Board of Directors to GMS as stated in Article 23 paragraph (13) shall be mutatis mutandis applicable to the members of the Board of Commissioners. 20. The provisions on the resignation of the members of the Board of Directors as stated in Article 23 paragraph (14) to paragraph (19) shall be mutatis mutandis applicable to the members of the Board of Commissioners. 21. In terms of due to any condition the position of one or more members of the Board of Commissioners is vacant, in the period of 60 (sixty) days since the vacancy, a GMS shall be convened to fill in the vacancy by considering the provision of paragraph 6 of this Article. 22. The position of the member of Commissioner ends under the following circumstances: a. Resigning in accordance with the provision of paragraph 20 of this Article; or b. No longer fulfilling the requirements in the statutory regulations; or c. Passes away; or d. Being dismissed based on the resolution of the GMS.
DUTY AND AUTHORITY OF THE BOARD OF COMMISSIONERS Article 27 1. The Board of Commissioners shall have the duties to conduct supervision and to be responsible in the supervision towards policies in the management, operation of management in general concerning the Company or the Company’s business and to advise the Board of Directors. 2. In certain condition, the Board of Commissioners convenes Annual GMS and Extraordinary GMS in accordance with its authority as regulated in the statutory regulations and this articles of association.
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3. Members of the Board of Commissioners shall be obliged to conduct its duties and responsibilities as stated in paragraph (1) in good intention, full responsibility and prudently. 4. In supporting the effectiveness of the execution of its duties and responsibilities as stated in paragraph (1), the Board of Commissioners shall establish an Audit Committee and may establish other committees. 5. The Board of Commissioners shall evaluate the performance of the committee assisting in the execution of duties and responsibilities as stated in paragraph (4) by the end of accounting year. 6. The provisions on the accountability of the Board of Directors as stated in Article 24 paragraph (6) and paragraph (7) shall be mutatis mutandis applicable to the Board of Commissioners. 7. The Board of Commissioners shall be authorized to temporarily dismiss members of the Board of Directors by stating the reasons. 8. The Board of Commissioners may manage the Company in a specific condition for a specific period. 9. The authority as stated in paragraph (8) shall be stipulated under this articles of association or the resolution of GMS. 10. The Board of Commissioners at any time during the office hours of the Company’s office shall be entitled to enter the building and yard or other places used or controlled by the Company and shall be entitled to check all bookkeeping, letters and other evidences, to check and match position of cash and others and shall be entitled to acknowledge any actions performed by the Board of Directors. 11. The Board of Directors and each member of the Board of Directors shall be obliged to give explanation concerning all matters asked by the Board of Commissioners. 12. In terms of there are members of the Board of Directors being temporarily dismissed by the Board of Commissioners, the Company shall be obliged to convene GMS in the period not later than 45 (forty five) days after the date of the temporary dismissal. 13. In terms of the GMS as stated in paragraph 12 of this Article is unable to take resolution or after the exceeding of the concerned period the GMS is not convened, the temporarily dismissal shall be null by law. 14. In terms of all members of the Board of Directors are temporarily dismissed and the Company does not have any member of the Board of Directors, the Board of Commissioners shall be obliged to temporarily manage the Company.
MEETING OF THE BOARD OF COMMISSIONERS Article 28 1. a. Board of Commissioners meetings can be held at any time if deemed necessary by one or more members of the Board of Commissioners or at the written request of the Board of Directors or at the request of 1 (one) or more shareholders, jointly own 1/10 (one tenth) or more, of the total shares
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issued by the Company with valid voting rights. b. Board of Commissioners required to hold a meeting at least once in 2 (two) months. 2. Board Commissioners Meeting as referred to in paragraph 1 can be held, valid and entitled to take binding decision if attended by more than ½ (half) part of the total members of the Board of Commissioners, present or represented in the meeting. 3. The Board of Commissioners required to hold a Meeting with the Board of Directors periodically, at least once in 4 (four) months. 4. The presence of members of the Board of Commissioners in the meeting, as referred to in paragraph 1 and paragraph 3, required to be disclosed in the annual report of the Company. 5. The Board of Commissioners must arrange a schedule and agenda for periodic meetings as referred to in paragraph 1 b and paragraph 3 for the coming year, before the end of the fiscal year which outlined in the Annual Activity Plan. 6. At the scheduled meeting as referred to in paragraph 5, the meeting materials have been available to the Company, at least 5 (five) days before the meeting is held. 7. In the event that a meeting is held outside the schedule that has been prepared, as referred to in paragraph 5, the meeting materials are submitted to the meeting participants no later than before the meeting is held. 8. Summons of Board of Commissioners Meeting carried out by the President Commissioner. In the case that the President Commissioner is absence due to any reason whatsoever, which matter does not need to be provided to the third party, then 1 (one) of the members of the Board of Commissioners appointed by the Board of Commissioners entitled and authorized to perform summons of Board of Commissioners Meeting. 9. Summons of Board of Commissioners Meeting sent by any means, in written form, which summons must be sent to the members of the Board of Director no later than 5 (five) calendar days before the meeting is held or in a shorter period of time, in an urgent situation, namely no later than 1 (one) calendar day prior to the meeting, by excluding the date of the summons and the date of the meeting, such urgent situation determined by the President Commissioner. If all members of the Board of Commissioners are present in the meeting, then the advance summons is not required. 10. Such summons must state the agenda, date, time and venue of the meeting. 11. The Board of Commissioners meeting is held at the domicile of the Company or at the place of the business activity or at the domicile of the local Stock Exchange, where the Company’s shares was registered, or in other places within the territory of the Republic of Indonesia. 12. Board of Commissioners Meeting presided by the President Commissioner. In the case that the President Commissioner is not available or absence due to whatsoever reason, which matter does not need to be provided to the third party, then one of the members of the Board of
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Commissioner who is present and selected at the Board of Commissioner Meeting can preside the Board of Commissioner Meeting. 13. A member of the Board of Commissioner can be represented in the Board of Commissioner Meeting only by another member of the Board of Commissioner based on an authorization letter. 14. a. Each member of the Board of Commissioner who is present is entitled to cast 1 (one) vote and an additional 1 (one) vote for each other member of the Board of Commissioner he represents b. Each member of the Board of Commissioner who, personally, in any way whatsoever, directly or indirectly, has an interest in a transaction, a proposed contract or contract, where the Company becomes one of the party, must state the nature of the interest in the Board of Commissioner Meeting and not entitled to participate in voting, regarding matters relating to the transaction or contract, unless the Board of Commissioner Meeting determines otherwise. c. Voting on individual is carried out in a closed ballot without a signature, while voting on other matters is carried out orally, unless the chairman of the meeting determines otherwise, without objections from those who present. 15. Decision making of the Board of Commissioner Meeting as referred to in paragraph 1, is carried out based on deliberations aimed at reaching a consensus. In the event that deliberations aimed at reaching a consensus are not reached, decision making is based on the majority vote, that is, approved by more than 1/2 (one half) part of the number of votes cast legally at the meeting 16. The meeting results as referred to in paragraph 1 required to be outlined in the minutes of the meeting, signed by all the members of the Board of Commissioners who are present, and submitted to all the members of the Board of Commissioners. 17. The meeting results as referred to in paragraph 1 required to be outlined in the minutes of the meeting, signed by all the members of the Board of Commissioners and the members of the Board of Directors who are present, and submitted to all the members of the Board of Commissioners and the members of the Board of Directors. 18. In the case that there is a member of the Board of Directors and/or member of the Board of Commissioner who did not sign the meeting results as referred to paragraph 16 and paragraph 17, the related person required to mention the reason in writing in a separate letter attach to the minutes of the meeting. 19. The Minutes of Board of Commissioners Meeting as referred to in paragraph 16 and paragraph 17 required to be documented by the Company.
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20. The Minutes of Meeting referred to in paragraph 16 and paragraph 17 constitute a valid evidence concerning the decisions taken in the Board of Commissioners Meeting, both for the members of the Board of Commissioners or for the third party. 21. In the event that the Board of Commissioners meeting cannot be carried out due to non- fulfillment of the deliberations aimed at reaching a consensus or decision making, then the Minutes of the Board of Commissioners Meeting must be made by explaining the reasons for not meeting and scheduled the replacement meeting. 22. The Board of Commissioners may also take valid and bind decisions without holding a Board of Commissioners Meeting, provided that, all the members of the Board of Commissioners have been informed in writing concerning the said proposals and all the members of the Board of Commissioners give approval concerning the proposal submitted in writing and sign the proposal. Decisions taken in such way have the same power with the decision taken validly in the Board of Commissioners Meeting 23. The Board of Commissioners meetings can also be conducted through teleconferencing, video conferences, or other electronic media facilities, which enable all participants of the Board of Commissioners Meeting to see and/or hear each other directly and participate in the Board of Commissioners Meetings, provided that the minutes of the meeting, which use conference calls or similar communication equipment, will be made in writing and circulated among all members of the Board of Commissioners Meeting who participate in the meeting, to be signed. Decisions taken in such way have the same power with the decision taken validly in the Board of Commissioners Meeting.
Provisions concerning the Board of Commissioners Meeting, which are not regulated herein, referring to the Regulation of FSA in the sector of Capital Market and provisions as well as other laws and regulations.
GUIDANCE AND CODE OF CONDUCT Article 29 1. The Board of Directors and Board of Commissioners shall be obliged to compile guidance which shall be binding to each member of the Board of Directors and members of the Board of Commissioners. 2. The guidance as stated in paragraph (1) shall at least consist of: a. Legal basis; b. Description of duties, responsibilities and authorities; c. Values; d. Working hours; e. Meeting policies, including attendance policy in meetings and minutes of meeting; and f. Reporting and liabilities. 3. The Company shall be obliged to reveal in the Company’s annual report the information that the Board of Directors and/or Board of Commissioners have had such guidance.
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4. The guidance as stated in paragraph (1) shall completely be displayed in the Company’s website. 5. The Board of Directors and the Board of Commissioners shall be obliged to compile code of conduct which shall be applicable to all members of the Board of Directors and members of the Board of Commissioners, employees/workers, and supportive organs owned by the Company. 6. The code of conduct as stated in paragraph (5) shall at least consist of: a. The implementation principles of duties of the Board of Directors, Board of Commissioners, employees/workers, and/or supportive organs owned by the Company shall be obliged to be conducted in good intention, full responsibility and prudence; and b. The provisions on professionalism of the Board of Directors, Board of Commissioners, employees/workers, and/or supportive organs owned by the Company in terms of conflict of interest with Issuers or the Company. 7. The code of conduct as stated in paragraph (5) shall be obliged to be socialized to all employees/workers working in the Company. 8. The code of conduct as stated in paragraph (5) shall be obliged to be displayed completely in the Company’s website.
WORK PLAN, ACCOUNTING YEAR AND ANNUAL REPORT Article 30 1. The Board of Directors submits work plan which also states annual budget of the Company to the Board of Commissioners to obtain approval before the accounting year is started. 2. The work plan as stated in paragraph (1) shall be submitted to the Board of Commissioners in not later than 30 (thirty) calendar days before the starting of the upcoming accounting year. 3. The Company’s accounting year is carried out from 1 (the first day of) January to 31 (the thirty first day of) December. By the end of December every year, the Company’s book is closed. 4. The Board of Directors, in the period not later than 4 (four) months after the Company’s book is closed, the Board of Directors shall compile an annual report in accordance with the provisions of the applicable statutory regulations. 5. The annual report shall be signed by all members of the Board of Directors and Board of Commissioners, in terms of there is member of the Board of Directors and/or Board of Commissioners not signing the annual report, it shall state the reasons in writing, in terms of member of the Board of Directors and/or members of the Board of Commissioners does not sign and does not state the reasons, the concerned member shall be considered to have approved the content of the annual report.
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6. The annual report shall be available in the Company’s head office in not later than on the day of the calling for the Annual GMS is convened, to be able to be examined by the shareholders. 7. The Board of Directors shall be obliged to submit annual calculation of the Company to a Public Accountant appointed by the GMS to be assessed. Report on the assessment by the Public Accountant shall be submitted in writing to the Annual GMS. 8. Approval to the annual report including validation of the annual financial report and report of supervisory duties of the Board of Commissioners and resolution on the profit usage shall be stipulated by the GMS. Approval of the Annual GMS on the annual report including validation of the annual financial report and report of supervisory duties of the Board of Commissioners shall grant full redemption and exemption of responsibility to the members of the Board of Directors on the management actions and to the Board of Commissioners on the supervision they have performed, insofar the actions are stated in the annual report or Company’s book. 9. The Company shall be obliged to announce the balance and profit and loss report in 1 (one) daily newspaper in Indonesian language, in not later than by the end of the 3rd (third) month after the date of the annual financial report.
USE OF PROFIT AND DISTRIBUTION OF DIVIDEND Article 31 1. The Company’s net profit in one accounting year as stated in the balance and calculation of profit and loss which have been validated by the Annual GMS and is a positive profit balance shall be distributed in accordance to its usage method as stipulated by the Meeting. 2. In terms of the Annual GMS does not determine the usage method, such net profit having been deducted by reserves obliged by the Law and the Articles of Association shall be distributed as dividend. 3. Dividend may only be paid in accordance with financial capability of the Company under approval taken in the GMS, which resolution shall also determine the payment period and form of dividend. Dividend for one share shall be paid to the individual for whom the share is registered in the shareholders’ list on a business day to be resolved by or on the authority of the GMS in which the resolution for the distribution of dividend is taken. The payment day shall be announced by the Board of Directors to all shareholders. 4. The Company may distribute interim dividend before the Company’s accounting year ends, in terms of the net assets of the Company do not become smaller than the amount of issued and paid up capital added by obligatory reserves and the financial condition of the Company makes possible, therefore under resolution of the Meeting of the Board of Directors, having obtained approval from
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the Board of Commissioners, it is allowed to distribute the interim dividend, under the provision that in the future it shall be calculated by dividend approved by the next Annual GMS and the distribution of interim dividend may not disturb or cause the Company to be unable to comply with its obligations to the creditors or disturb the Company’s activities, entirely by considering the provisions in the applicable statutory regulations. 5. In terms of after the accounting year ends it is discovered that the Company suffers loss, the distributed interim dividend shall be returned by the shareholders to the Company. The Board of Directors and Board of Commissioners shall jointly responsible on the Company’s loss in terms of the shareholders are unable to return the interim dividend. 6. In terms of the calculation of profit and loss from one accounting year shows loss which cannot be covered by reserve fund, the loss shall still be noted and included in the calculation of profit and loss and in the next accounting year the Company shall be considered as not obtaining profit insofar the loss noted and included in the calculation of profit and loss has not yet been covered, without diminishing the applicable statutory regulations. 7. By taking into consideration the Company’s income in the concerned accounting year of the net income as stated in the balance and calculation of profit and loss validated by the Annual GMS and after being deducted by income tax, tantiem may be given to members of the Board of Directors and Board of Commissioners of the Company which amount shall be stipulated by the GMS. 8. Dividend not taken after 5 (five) years since the date of stipulation of the past dividend, included to the special reserve fund, GMS shall regulate the procedures to take back the dividend included in the special reserve fund. The dividend included in the special reserve fund as stated above and not taken in the period of 10 (ten) years shall be owned by the Company.
USE OF RESERVE FUND Article 32 1. The Company shall be obliged to set aside a certain amount off the net profit each accounting year for reserve, which stipulated by the GMS by complying with the applicable statutory regulations. 2. The obligation of setting aside for reserve fund shall be applicable in terms of the Company has positive profit balance. 3. The setting aside of net profit for reserve fund shall be performed until the reserve reaches a minimum 20% (twenty percent) of the issued and paid up capital. 4. The reserve fund not reaches the amount as stated in paragraph 3 of this Article may only be used to cover the loss which is not covered by the other reserves. 5. In terms of the amount of reserve fund has surpassed the limit of 20% (twenty percent) of the issued and paid up capital, the GMS may determine that the surpassing amount to be used for the purpose of the Company. 6. The Board of Directors shall manage the surplus reserve fund as stated in paragraph 5 of this Article, in order for the reserve fund to obtain profit, in the proper way considered as the best method
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thereof, under approval of the Board of Commissioners and by complying with the applicable statutory regulations. Each profit received from the Reserve Fund shall be included in the Company’s profit/loss.
CLOSING PROVISIONS Article 33 Everything which is not or has not yet arranged in this Articles of Association shall be resolved by the GMS by complying with the provisions in the applicable regulations. Finally the persons appearing acting in their positions as stated above hereby clarify that: 1. Of the issued and paid up capital as stated in article 4 paragraph 4.2 during the amendment to the articles of association, has been taken part by: a. CHINA CONSTRUCTION BANK CORPORATION in the number of 22,751,563,707 (twenty-two billion seven hundred and fifty-one million five hundred and sixty-three thousand seven hundred and seven) shares, with a total nominal value of IDR2,275,156,370,700- (two trillion two hundred and seventy-five billion one hundred and fifty-six million three hundred and seventy thousand seven hundred rupiah) b. Mr. Doktorandus JOHNNY in the number of 3,546,603,605 (three billion five hundred and forty- six million six hundred and three thousand six hundred and five) shares, with a total nominal value of IDR354,660,360,500,- (three hundred and fifty-four billion six hundred and sixty million three hundred and sixty thousand five hundred rupiah). c. UOB Kay Hian Pte Ltd in the number of 3,111,132,456 (three billion one hundred and eleven million one hundred and thirty-two thousand and four hundred and fifty six) shares, with a total nominal value of IDR311,113,245,600,- (three hundred and eleven billion one hundred and thirteen million two hundred and forty-five thousand six hundred rupiah). d. PUBLIC for 8,510,430,746 (eight billion five hundred and ten million four hundred and thirty thousand seven hundred and forty six) shares, with a total nominal value of IDR851,043,074,600,- (eight hundred and fifty-one billion forty three million seventy four thousand six hundred rupiah). 2. The structure of the members of the Board of Directors and Board of Commissioners of the Company shall be as follows: BOARD OF DIRECTOR: - President Director : Mr. You Wen Nan (You, Wennan) - Director : Mrs. Setiawati Samahita - Director : Mr. Junianto - Director : Mr. Chandra Nangkok Tua Siagian - Director : Mr. Zhu, Yong - Director : Mr. Agresius Robajanto Kadiaman BOARD OF COMMISSIONER
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- President Commissioner : Mr. Sun Jian Zeng (Sun, Jianzheng) - Commissioner : Mr. Qi Jian Gong (Qi, Jiangong) - Commissioner (Independent) : Mr. Mohamad Hasan - Commissioner (Independent) : Mr. Yudo Sutanto, Nyoo
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