Akta Perubahan AD SMART PKR no101 18Jun15 REV (English ... · domiciled in the Central Jakarta City, having jurisdiction’s office over the ... residing in Tangerang Regency, Jalan

Unofficial English Translation

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STATEMENT OF RESOLUTION OF MEETING

PT. SINAR MAR AGRO RESOURCES AND TECHNOLOGY Tbk

abbreviated as PT. SMART TBK

Number: 101.-

- - On this day, Thursday, dated 18th (eighteenth) of June 2015 (two

thousand and fifteen), on 13.15 W.I.B (fifteen past thirteen of Western

Indonesian Time Zone).

- - Appeared before me, LINDA HERAWATI, Bachelor of Law, Notary,

domiciled in the Central Jakarta City, having jurisdiction’s office over the

Special Territory of Jakarta Capital City, in the presence of witnesses

whom I, notary, am acquainted with and whose names shall be

mentioned at the end of this deed.

1. Mr. JIMMY PRAMONO, born in Kutoarjo, on 16th (sixteenth) of

April 1963 (one thousand nine hundred sixty three), Indonesian

Citizen, private person, residing in Jakarta, Kondominium Taman

Anggrek Tower 4-26 D, Rukun Tetangga 004, Rukun Warga 007,

Tanjung Duren Selatan Village, Sub-Regency of Grogol

Petamburan, West Jakarta, holder of Residential Identity Card

Number 3173081604630003;

2. Mr. Doktor Ingenieur GIANTO WIDJAJA, born in Malang, on 30th

(thirtieth) of January 1951 (one thousand nine hundred fifty one),


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Indonesian Citizen, private person, residing in Tangerang Regency,

Jalan Venus A3 number 8-9, Rukun Tetangga 001, Rukun Warga

013, Pisangan Village, Sub-Regency of Ciputat Timur, holder of

Residential Identity Card Number 3674053001510003;

- according to their statement, in this matter acting in their respective

capacities as Director of and therefore jointly representing the Board of

Directors of the company which will be mentioned hereunder, and

therefore acting based on a power of attorney granted to the Board of

Directors by the Extraordinary General Meeting of Shareholders of the

limited liability company “PT. SINAR MAR AGRO RESOURCES AND

TECHNOLOGY Tbk” (abbreviated as PT. SMART Tbk), having domicile

thereof in the Central Jakarta, in which the amendment to the entire

articles of association thereof had obtained approval from the Minister of

Law and Human Rights of the Republic of Indonesia under its decree

dated 21st (twenty first) of August 2008 (two thousand and eight) number

AHU-53268.AH.01.02 Year 2008 and had been announced in State

Gazette of the Republic of Indonesia dated 9th (ninth) of September 2008

(two thousand and eight) number 73 Supplement number 17415,

hereinafter, the said limited liability company “PT. SINAR MAS AGRO

RESOURCES AND TECHNOLOGY TBK” (abbreviated as PT. SMART

Tbk) shall be referred to as the “Company”.

- - The appearing persons are known to me, Notary.


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- - The appearing persons of who used to be always acting as

abovementioned firstly explain:

- - Whereas on 9th (ninth) of June 2015 (two thousand and fifteen), on

11.22 W.I.B (twenty two minutes past eleven of Western Indonesian Time

Zone), took place at Hotel Le Grandeur, 2nd Floor, Puri Pertiwi Ballroom

2, Jalan Mangga Dua Raya, Central Jakarta 10730, the Annual General

Meeting of Shareholders (Meeting) of the Company had been held, one

and another as prescribed in the Deed of Official Minutes of Meeting

dated 9th (ninth) of June 2015 (two thousand and fifteen) number 32, the

original of which was drawn up by me, Notary, and in the second

Meeting agenda of which, a resolution has been resolved namely

approving of amendment to the Company’s Articles of Association to be

complied with Regulations of Financial Services Authority Number

32/POJK.04/2014 regarding Schedule and Implementation of General

Meeting of Shareholders of Public Company and Regulations of Financial

Services Authority Number 33/POJK.04/2014 regarding Board of

Directors and Board of Commissioners of Issuer or Public Company, both

are dated 8th (eighth) day of December 2014 (two thousand and fourteen)

and conferring a power of attorney to the Company’s Board of Directors

to reconstitute the entire Articles of Association of the Company.

- - Whereas in such meeting attended or were represented as many as

2,794,930,391 (two billion seven hundred ninety four million nine


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hundred thirty thousand three hundred ninety one) shares or in the

amount of 97,31% (ninety seven point thirty one percent) of the total

shares namely as many as 2,872,193,366 (two billion eight hundred

seventy two million one hundred ninety three thousand three hundred

sixty six) shares which have been issued by the Company and pursuant

to article 11 paragraph 5 of the Company’s Articles of Association, such

Meeting had reached the quorum.

- - Whereas in accordance with the provision of the Company’s Articles

of Association, to convene such Meeting, the Board of Directors had

carried out:

a. Notification to Indonesia Financial Services Authority (IFSA)

concerning the Meeting plan as prescribed as in the letter of

Company number 021/SMART-IR/IV/2015 dated 23rd (twenty third)

of April 2015 (two thousand and fifteen) and notice to the

shareholders in 1 (one) widely circulated daily newspaper, namely

Kontan daily on 30th (thirtieth) of April 2015 (two thousand and

fifteen);

b. Summons to shareholders in 1 (one) widely circulated daily

newspaper, namely Kontan daily on 18th (eighteenth) of May 2015

(two thousand and fifteen);


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- - Whereas since provisions in the Company’s articles of association

have been fulfilled, then such Meeting shall be valid, and shall also

reserve the rights to take any valid and binding resolution in the

Company.

- - In connection with the matters described above, the appearing

persons who used to be acting in the aforesaid capacities based on the

power conferred to the Board of Directors, hereby state to declare the

said resolution as follows:

- - Approving amendment to the Company’s Articles of Association to

be complied with Regulations of Financial Services Authority

Number 32/POJK.04/2014 regarding Schedule and Implementation

of General Meeting of Shareholders of Public Company and

Regulations of Financial Services Authority Number

33/POJK.04/2014 regarding Board of Directors and Board of

Commissioners of Issuer or Public Company, both are dated 8th

(eighth) day of December 2014 (two thousand and fourteen) and

conferring a power of attorney to the Company’s Board of Directors

to reconstitute the entire Articles of Association of the Company so,

the Company’s Articles of Association shall be henceforth written

and read as follow:


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NAME AND PLACE OF DOMICILE

Article 1

1. This Limited Liability Company shall be called:

“PT SINAR MAS AGRO RESOURCES AND TECHNOLOGY Tbk”

Abbreviated as PT SMART Tbk

(hereinafter shall be referred to as the “Company”), having its

domicile in the Central Jakarta.

2. The Company may open branches or representative offices in

other places either within or outside the territory of the

Republic of Indonesia as determined by the Board of

Directors, with approval of the Board of Commissioners

ESTABLISHMENT PERIOD OF THE COMPANY

Article 2

The Company shall be established for an unlimited period

commencing from the 29th (twenty ninth) day of August 1963 (one

thousand nine hundred sixty three), one and another without

prejudice to the provisions as governed in Law number 25 of 2007

(two thousand and seven) concerning Capital Investment and all

implemental regulations thereof.


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PURPOSES AND OBJECTIVES AND BUSINESS ACTIVITIES

Article 3

1. The purposes and objectives of the Company are to carry out

business activities in the fields of Agriculture, Industry,

Trading, Service and Transportation.

2. To achieve the purposes and objectives stated above, the

Company may perform the following business activities:

A. Main business activities of the Company, namely:

a. carrying out business in the fields of agriculture,

plantation, animal husbandry, and fishery;

b. carrying out business in the fields of industry in

connection with sub a mentioned above.

c. carrying out business in the field of general

trading either for its own account or for the

other party’s account by commission including

import, export trading, local and inter-insular

trading, particularly regarding plantation,

agriculture, animal husbandry and fishery

products;


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d. as an agent, representative, supplier, wholesaler,

distributor, supplier of various merchandises for

other companies, either domestic or overseas;

B. The Supporting Business Activities of the Company are

as follows:

a. carrying out business in the fields of

management service and research in connection

with letter A sub a above, except for legal and

taxation service;

b. carrying out business in the field of land

transportation.

CAPITAL

Article 4

1. The authorized capital of the Company shall be in the

amount of Rp. 1,000,000,000,000.00 (one trillion Rupiah)

divided into 5,000,000,000.00 (five billion) shares each of

which shall have its nominal value of Rp 200.00 (two

hundred Rupiah)

2. Of such authorized capital, have been subscribed and paid

up as much as 57.44% (fifty seven point forty four percent)


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or in the amount of 2,872,193,366 (two billion eight hundred

seventy two million one hundred ninety three thousand three

hundred sixty six) shares with its total nominal value in the

amount of Rp. 574,438,673,200.00 (five hundred seventy

four billion four hundred thirty eight million six hundred

seventy three thousand two hundred Rupiah) by the

shareholders who have subscribed for shares with details

and nominal value of shares as specified at the end of this

deed.

3. The unissued shares shall be issued by the Board of

Directors according to Company’s capital needs, at the time

and with price and the requirements as stipulated by the

Meeting of Board of Directors under the approval of General

Meeting of Shareholders (hereinafter referred to as “GMS”),

with due observance of provisions of Articles of Association,

Limited Liability Company Law (“Company Law”) and laws

and regulations applicable in the Republic of Indonesia

including laws and regulations of Capital Market and Stock

Exchange in the Republic of Indonesia.

4. Payment of share in any kind other than money, either in

tangible or intangible goods shall comply with the following

provisions:


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a. the object to be made as capital subscription shall be

announced to public at the time of the summons of the

GMS concerning such subscription;

b. the object to be used as shares subscription shall be

appraised by the appraiser registered with FSA

(previously known as the Capital Market and Financial

Institution Supervisory Agency (“Bapepam and LK”))

and shall not be collateralized in any way whatsoever;

c. to obtain approval from GMS with quorum as stipulated

in Article 18 paragraph (4) letters of this Articles of

Association;

d. in the event that the object to be used as capital

subscription shall be made in the form of Company’s

shares listed in Stock Exchange, the price of subscribed

share shall be stipulated based on a fair market value;

and

e. in the event that such subscription is originated from

the retained earnings, share premium, Company’s net

profits, and/or its own capital, the aforesaid retained

earnings, share premium, Company’s net profits,

and/or its own capital shall have been contained in the


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last Annual Financial Statement audited by Public

Accountant registered with FSA (previously known as

Bapepam and LK) under the opinion of fair without

qualification.

5. GMS resolving to approve the Public Offering shall resolve:

a. maximum number of the unissued shares to be issued

to public; and

b. the granting of power of attorney to the Board of

Commissioners to state the outstanding total number of

shares issued for the purposes of such Public Offering.

Quorum and resolution of the GMS to approve the issuance

of unissued shares through Public Offering shall comply with

requirements in Article 18 paragraph (4) of this Articles of

Association.

6. If the unissued shares to be issued through limited public

offering, all shareholders whose names have been listed in

the shareholders registry on the date stipulated by or based

on the resolution of the GMS with due observance of

provisions of laws and regulations concerning Capital Market

in the Republic of Indonesia shall reserve the preemptive

rights to buy the share to be issued as mentioned


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hereinabove (hereinafter such right shall also be referred to

as the “Preemptive Right” or abbreviated as “Rights”) and

each shareholder shall obtain the Rights proportionally to

the number of shares registered on behalf of their names in

the Shareholder Registry as referred to hereinabove by cash

subscription within the period as stipulated by or based on

resolution of the GMS approving the issuance of such new

shares;

Rights shall be transferable and tradable within the period

as stipulated in the related capital market regulation;

The issuance of share through limited public offering shall

be subject to a prior approval of the GMS at the time and in

the method and the price as well as requirements stipulated

by the Board of Directors pursuant to resolution of the GMS,

one and another with due observance of provisions of

Articles of Association, laws and regulations applicable in the

Republic of Indonesia including laws and regulations

concerning Capital Market in the Republic of Indonesia;

The Board of Directors shall announce at least in 1 (one)

nationwide circulated Indonesian language daily newspaper

in the Republic of Indonesia concerning the decision of

issuance of share through limited public offering.


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If within the period as stipulated by or based on resolution of

the GMS as referred to hereinabove, Company’s shareholders

or the Rights holder does not exercise such Rights upon the

shares offered to them by fully paying in cash, Board of

Directors shall be at liberty to issue such shares to the

shareholders or to Rights holders desiring to buy the shares

in a bigger number of shares than the exercised Rights

portion, provided that if the number of shares to be ordered

with the exceeding Rights portion abovementioned shall

exceed the number of the remaining shares available, such

remaining shares shall be allocated among the shareholders

or Rights holder desiring to buy more shares, each of which

shall be proportionally to number of the exercised Rights, as

such with due observance of laws and regulations applicable

concerning Capital Market in the Republic of Indonesia;

If after the aforesaid allocation, there are still the remaining

shares, such remaining share shall be issued by the Board of

Directors to the parties desiring to buy the remaining share

with the price of not less than and in accordance with

requirements as stipulated by GMS approving the share

issuance as mentioned hereinabove, one and another with

due observance of provisions of Articles of Association and


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laws and regulations concerning Capital Market in the

Republic of Indonesia;

The provision in Article 4 paragraph (3) abovementioned

shall be also mutatis mutandis applicable in the event that

Company issues the convertible bond and/or warrant

and/or other securities similar thereto, one and another with

due observance of provisions of Articles of Association and

laws and regulations concerning Capital Market in the

Republic of Indonesia.

7. Upon implementation of issuance of the unissued shares to

convertible bond holders, warrant and/or other securities

holders similar thereto, Company’s Board of Directors shall

be duly authorized to issue the aforesaid shares without

Rights to the existing shareholders at that time to buy first

the shares abovementioned, one and another with due

observance of the provisions as contained in the Articles of

Association and laws and regulations concerning Capital

Market of the Republic of Indonesia;

Board of Directors shall also be duly authorized to issue the

unissued shares, convertible bond, warrant and/or other

securities, without bearing Rights to the existing


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shareholders, including through private placement or public

offering, provided that the issuance of shares, convertible

bond, warrant and/or other securities shall obtain a prior

approval from GMS and with due observance of laws and

regulations concerning Capital Market in the Republic of

Indonesia.

8. Provisions as contemplated in paragraphs (3), (4), (5) and (6)

of this article shall be whenever applicable in the event that

the authorized capital shall be increased and followed by

further share subscription.

9. Implementation of issuance of unissued shares for the

convertible equity securities holders against the bearing-

rights share or securities, may be performed by the Board of

Directors based on the previous GMS of Company approved

the aforesaid issuance of such Securities.

10. Increase of the paid up capital shall become effective after

payment subscription, and the issued shares shall bear the

rights equal to shares of the same classification issued by

Company, without prejudice to Company’s obligation to

serve a notice to Minister of Law and Human Rights of the

Republic of Indonesia.


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11. Increase of the authorized capital resulting in the issued and

paid up capital become less than 25% (twenty five percent) of

the authorized capital, may be performed provided that:

a. It has obtained approval of the GMS to increase the

authorized capital;

b. It has obtained approval from Minister of Law and

Human Rights of the Republic of Indonesia;

c. Increase of the subscribed and paid-up capital so that it

becomes at least 25% (twenty five percent) of the

authorized capital shall be performed within 6 (six)

months after obtaining approval of the Minister of Law

and Human Rights of the Republic of Indonesia as

referred to in paragraph (11) letter b of this article;

d. In the event that the addition of the subscribed capital

and paid up capital as referred to in paragraph (11)

letter c of this article is not fully realized, the Company

shall re-amend the Articles of Association thereof so

that the authorized and paid up capital shall comply

with provision of Article 33 paragraph (1) and

paragraph (2) of Company Law, within the period of 2


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(two) months after the period stipulated in paragraph

(11) letter (c) of this article is not fulfilled;

e. Approval of the GMS as referred to in paragraph (11)

letter (a) of this article shall also include approval to

amend the Articles of Association as referred to in

paragraph (11) letter (d) of this article.

12. The amendment of Articles of Association for increase of the

authorized capital shall become effective after the

performance of capital payment resulting in amount of the

paid-up capital become less than 25% (twenty five percent) of

the authorized capital and bearing the same rights with

others shares issued by Company, without prejudice to

obligation of Company to procure approval for amendment of

Articles of Association from the Minister of Law and Human

Rights of the Republic of Indonesia over the performance of

such increase of the paid-up capital.

13. The issuance of equity securities without Rights to the

shareholders may be performed in the event that the

issuance of share:

a. intended to Company’s employee;


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b. intended to bond holders or other equity convertible

securities holders having been issued with approval of

the GMS;

c. performed for the purposes of reorganization and/or

restructuring having been approved by GMS; and

d. performed subject to regulations concerning Capital

Market which allows the capital increase without

Rights.

SHARES

Article 5

1. All shares issued by the Company are registered shares and

issued on behalf of holders listed in the Shareholders

Registry book.

2. Company may issue share with nominal value or without

nominal value.

3. Share issuance without nominal value shall be performed

pursuant to the provisions of laws and regulations

concerning Capital Market.

4. Company only admits a person or a legal entity as the owner

of a share. If shares, due to any reason whatsoever falls


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under a joint-ownership, those joint owners of such shares

shall appoint in writing one of them or to appoint other

person as their joint proxy and only the person appointed or

authorized shall reserve the rights to exercise all rights

according to laws over such share.

5. Failure in complying with the aforesaid provisions shall

prepare the aforesaid shareholders shall not be entitled to

cast a vote in the GMS, while dividend payment for the share

shall be deferred.

6. In the event that Company’s shares are not included into

Collective Depository in the Settlement and Depository

Agency, Company shall give evidence of share ownership in

the form of share certificates or collective share certificate to

shareholders thereof.

7. Every share shall be granted one share certificate.

8. Company shall have at least 2 (two) shareholders.

9. Collective share certificate may be issued as an evidence of

ownership of 2 (two) or more shares owned by a shareholder.

10. A share certificate shall, at least, mention the following

matters:

a. Name and address of the shareholder;


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b. Serial number of share certificate;

c. Nominal value of share;

d. Date of issuance of share certificate;

e. Badge as set out by Board of Directors.

11. A collective share certificate shall, at least, mention the

following matters:

a. name and address of shareholder;

b. serial number of collective share certificate;

c. serial number and total number of share certificate;

d. nominal value of shares;

e. date of issuance of collective share certificate;

f. Badge as set out by Board of Directors.

12. Share certificate and/or collective share certificate shall be

printed out pursuant to provisions of laws and regulations

concerning Capital Market in the Republic of Indonesia and

duly signed by Board of Directors and Board of

Commissioners, or such signatures are directly printed on

the relevant share certificate or collective share certificate.

13. For the shares held in trust of the Collective Depository at

the Settlement and Depository Agency or at Custodian Bank,

Company shall issue a certificate or a written confirmation to


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Settlement and Depository Agency or at Custodian Bank

signed by the Company’s Board of Directors.

14. Such written confirmation issued by Company for the share

included into the Collective Depository shall, at least,

mention:

a. name and address of the Settlement and Depository

Agency or Custodian Bank providing the relevant

Collective Depository;

b. date of issuance of the written confirmation;

c. number of shares covered in the written confirmation;

d. amount of share nominal value covered in the written

confirmation;

e. provision that each share in Collective Depository

having the same classification, shall be equal and may

be able to be exchanged each other;

15. Each shareholder shall, based on laws, be subject to Articles

of Association and to all resolutions legally taken in the GMS

as well as the applicable laws and regulations;

16. For Company’s shares listed in Stock Exchange in the

Republic of Indonesia, laws and regulations concerning


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Capital Market and Company Law in the Republic of

Indonesia shall apply.

17. All shares issued by Company may be collateralized by

complying with provisions of laws and regulations

concerning shares pledge provisions, laws and regulations

concerning Capital Market and Company Law.

REPLACEMENT OF SHARE CERTIFICATE

Article 6

1. In case that a share certificate is damaged, the replacement

of such certificate may be made if:

a. the party submits the application for share replacement

must be the owner of the aforesaid share certificate; and

b. Company has received such damaged share certificate.

2. Company shall destroy the damaged share certificate after

giving the share certificate replacement.

3. In the event that share certificate is lost, the replacement of

such share certificate may be performed if:

a. the party submitting such application for share

certificate replacement must be the owner of the

aforesaid share certificate;


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b. Company has obtained reporting document from Police

Department of the Republic of Indonesia regarding such

lost;

c. the party submit the application for share certificate

replacement gave guarantee considered appropriate by

Company’s Board of Directors; and

d. schedule for issuance of replacement of the lost share

certificate has been announced in the Stock Exchange

at which the share of Company shall be listed within at

least 14 (fourteen) days prior to issuance of share

certificate replacement;

4. Provision concerning share certificate in paragraphs (1), (2)

and (3) of this article, shall also be applicable for collective

share certificate.

- After the replacement of share certificate is issued, such

lost share certificate shall be no longer effective towards

Company.

5. All charges in connection with the issuance of the

replacement of share certificate shall be borne by the

concerned shareholder.


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6. For issuance of the replacement of lost share certificate

which is registered in the Stock Exchange of the Republic of

Indonesia, there shall apply laws and regulations concerning

Capital Market and Stock Exchange regulations in the

Republic of Indonesia at which Company’s shares are listed,

and it shall be announced in the Stock Exchange at which

Company’s shares are listed pursuant to Stock Exchange

regulation of the Republic of Indonesia at which Company’s

shares are listed.

7. The provisions as referred to in paragraph (1) to paragraph

(6) of this article shall mutatis mutandis apply to the

issuance of the replacement of collective share certificate.

COLLECTIVE DEPOSITORY

Article 7

1. Shares in Collective Depository in the Settlement and

Depository Agency shall be registered in Shareholder

Registry on behalf of Settlement and Depository Agency for

the interest of the entire Securities Account holders in

Settlement and Depository Agency.

2. Shares in Collective Depository in relevant Custodian Bank

or the Securities Company is registered in the Securities


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Account of Settlement and Depository Agency on behalf of

the relevant Custodian Bank or Securities Company for the

interest of the entire Securities Account holders of such

Custodian Bank or Securities Company.

3. If share in Collective Depository in Custodian Bank

constitutes a part of Mutual Fund Stock portfolio in the form

of Collective Investment Contract and not included into

Collective Depository in Settlement and Depository Agency,

then Company shall record such shares in the Shareholder

Registry on behalf of Custodian Bank for the interest of the

entire Participation unit owner of Mutual Fund in the form of

Collective Investment Contract.

4. Company shall issue certificate or a written confirmation to

Settlement and Depository Agency as referred to in

paragraph (1) of this Article or Custodian Bank as referred to

in paragraph (3) of this article, as a registration evidence in

the Shareholder Registry.

5. Company shall change the ownership of shares in Collective

Depository registered on behalf of the Settlement and

Depository Agency or Custodian Bank for Mutual Fund in

the form of Collective Investment Contract in Shareholder


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Registry book to become on behalf of the party appointed by

the concerned Settlement and Depository Agency or

Custodian Bank.

- Application for change of ownership by Settlement and

Depository Agency or Custodian Bank shall be submitted in

writing to Company or Securities Administrative Bureau

which shall be appointed by Company.

6. Settlement and Depository Agency, Custodian Bank or

Securities Company shall, at the request of the relevant

shareholder, issue a registration note as confirmation for

shareholder who becomes the Securities account holder and

as a registration evidence of a number of share ownership by

the relevant shareholder as registered in its Securities

Account in Collective Depository, provided that registration

note as such confirmation shall be signed on behalf of the

Settlement and Depository Agency or Custodian Bank or

Securities Company who organizes such Collective

Depository as a registration evidence in Securities account.

7. In Collective Depository, each share issued by Company of

the same classification shall be equal and exchangeable each

other.


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8. Company shall refuse the registration of change on

ownership of share into Collective Depository if such share

lost or destroyed, unless the shareholder requesting such

registration is able to submit adequate evidences and/or

guarantee that the relevant person is truly the legitimate

owner of such lost or destroyed share and such share is

truly lost or destroyed.

9. Company shall refuse the registration of shares to Collective

Depository if such share collateralized, under seizure based

on a court order or to be confiscated for criminal case

investigation.

10. Securities Account holder whose shares are registered in

Collective Depository in Settlement and Depository Agency or

the holder of sub-Securities Account whose shares are

registered in Securities Account shall reserve the rights to

cast votes in GMS in accordance with the number of shares

owned in such Securities Account.

11. Securities Account holder being entitled to cast votes in GMS

shall be those whose name is registered as the holder of

Securities Account in Settlement and Depository Agency or

whose name being registered as the sub-Securities Account


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holder in the Securities Account owned by Custodian Bank

or Securities Company 1 (one) business day prior to the

summon date of GMS.

12. The Settlement and Depository Agency, Custodian Bank or

Securities Company shall submit the list of Securities

Account holder or sub-holder as well as number of

Company’s shares owned by such Securities Account holder

or sub-holder to Company within 1 (one) day before the

summon date of GMS to be registered in the Shareholder

Registry which shall specially be provided for convening the

relevant GMS

13. Investment Manager shall reserve the rights to attend and

cast vote in the GMS over the shares included into Collective

Depository in Custodian Bank which constitutes a part of

Securities portfolio of Mutual Fund in the form of Collective

Investment Contract and not included in Collective

Depository in Settlement and Depository Agency, provided

that such Custodian Bank shall convey the name of such

Investment Manager at the latest 1 (one) business day prior

the summons date of the GMS.


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14. Company shall submit dividends, bonus share or other

rights in connection with the share ownership in Collective

Depository to Settlement and Depository Agency and,

thereafter, the Settlement and Depository Agency shall

submit dividend, bonus share, or other rights to Custodian

Bank and or Securities Company registered as the account

holders in Settlement and Depository Agency to be further

submitted to the Securities Account holder in such

Custodian Bank and or Securities Company.

15. Company shall submit dividends, bonus share, or other

rights in connection with the share ownership to Custodian

Bank over the shares in Collective Depository in Custodian

Bank which constitutes a part of securities portfolio of

Mutual Fund in the form of Collective Investment Contract

and not included in Collective Depository in the Settlement

and Depository Agency.

16. Deadline for determination of Securities Account holder

reserving the rights to obtain dividend, bonus share or other

rights in connection with the share ownership in Collective

Depository shall be stipulated by or based on the resolution

of the GMS, provided that Custodian Bank and Securities

Company shall submit a Securities Account holder list as


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well as total number of shares of Company owned by each

Securities Account holder to the Settlement and Depository

Agency which shall then submit such consolidated list to

Company’s Board of Directors at the latest 1 (one) business

day after the basis date for determination of shareholders

who reserve the rights to obtain such dividend, bonus share,

or other rights.

TRANSFER OF RIGHTS ON SHARES

Article 8

1. In the event that the ownership of a share changed, the

registered original owner in the Shareholder Registry shall

remain be considered as the owner of such share until the

name of the new shareholder registered in the Company’s

Shareholder Registry with due observance of the laws and

regulations and provisions of Stock Exchange in the

Republic of Indonesia at which Company’s shares shall be

listed.

2. Transfer of rights on shares shall be based on deed of

transfer of right duly-signed by the transferor and the

transferee or their legal proxies or based on the other letters

adequately proofing the transfer of right according to the


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opinion of Board of Directors without prejudice to the

provision in this Articles of Association

3. Deed of transfer of rights or others letter as referred to in

paragraph (2) shall be in the form as set forth and/or

acceptable by the Board of Directors and the copy or original

thereof shall be delivered to Company, provided that

document of transfer of rights on shares listed at Stock

Exchange in Indonesia shall comply with the provisions of

laws and regulations concerning Capital Market in Indonesia

including the regulation applicable in Stock Exchange in

Indonesia at which Company’s shares are listed.

4. Transfer of rights on shares included into Collective

Depository shall be performed by transfer of account from

one Securities Account to the other Securities Account in the

Settlement and Depository Agency, Custodian Bank and

Securities Company.

5. Transfer of rights on shares may only be allowed if all

provisions in this Articles of Association have been fully

complied with.


32

6. Transfer of rights on shares shall be recorded either in the

Shareholder Registry, or in the relevant share certificate and

collective share certificate;

- Such records shall be signed by a member of Board of

Directors together with the Board of Commissioner or their

legal representative or by Securities Administrative Bureau

appointed by the Board of Directors.

7. Board of Directors may, at their own sole discretion and by

reasons thereof, refuse to register the transfer of rights on

shares in the Shareholder Registry if the provisions of this

Articles of Association are not fulfilled or if one of the

requirements of transfer of rights is not fulfilled.

8. If Board of Directors refuse to register the transfer of rights

on share, Board of Directors shall deliver the notification of

such refusal to transferor at the latest 30 (thirty) days after

the application date for such transfer is received by the

Board of Directors, under the provisions concerning

Company’s share listed in Stock Exchange in Indonesia with

due observance of laws and regulations concerning Capital

Market in Indonesia.


33

9. Shareholder Registry shall be closed on 1 (one) business day

of Stock Exchange prior to advertisement date of the GMS

summons, to specify shareholders’ entitled to attend the

aforesaid meeting.

10. Every person obtaining the rights on share due to the death

of a shareholder or due to other reasons causing the transfer

of ownership of shares, based on law, shall be registered as

the holder of such share by submitting a written application

and attaching the evidence of rights thereof as required by

the Board of Directors;

- Registration shall only be performed if Board of Directors

accepts such evidence of transfer of rights, without prejudice

to provisions in the Articles of Association as well as laws

and regulations concerning Capital Market in Indonesia.

11. All restriction, prohibition and provisions in the Articles of

Association stipulating the rights to transfer the rights on

share and registration of transfer of rights on share shall

also be applicable to every transfer of right according to

paragraph (10) of this Article.

GENERAL MEETING OF SHAREHOLDERS

Article 9


34

1. a. GMS shall consist of:

i. Annual GMS;

ii. Other GMS, in which, in this Articles of Association

shall also be referred to as Extraordinary GMS.

b. The Annual GMS shall be held within period not later

than six (6) months after the financial year ends.

c. Other GMS may be held at any time based on the needs

for the Company’s interest.

2. GMS term in this Articles of Association shall mean both,

namely Annual GMS and Extraordinary GMS, in which the

GMS shall be the organ of the Issuer or Public Company

having authorities which are not vested in the Board of

Directors and Board of Commissioners as stipulated in the

Law regarding Limited Liability Company and/or articles of

association of the Public Company.

3. In Annual GMS:

a. Board of Directors shall submit financial statement to

obtain approval and legalization of GMS;

b. Board of Directors shall submit annual reports

concerning the condition and activities of Company to

obtain the approval of GMS;


35

c. Board of Directors shall deliver Company’s profits

utilization plan;

d. Board of Directors shall submit to GMS, appointment of

a public accountant office which is registered with FSA

(previously known as the Capital Market and Financial

Institution Supervisory Agency (Bapepam and LK)) as

recommended by Board of Commissioners;

e. If necessary, appointment of members of Company’s

Board of Directors and Board of Commissioners shall be

conducted;

f. Board of Directors may raise other matters for the sake

of Company’s interests pursuant to provisions of

Articles of Association.

4. Approval of annual report and legalization of financial

statement by annual GMS shall mean to provide settlement

and acquittal of full responsibility to members of Board of

Directors over managerial activities thereof and to members

of Board of Commissioners over supervisory activities thereof

executed during the previous financial year, to the extent

that such actions are reflected in the annual report and

financial statements.


36

5. Extraordinary GMS may be held at any time based on needs

to discuss and resolve the meeting agenda, with due

observance of laws and regulations and Articles of

Association.

6. Meeting attendants shall show their evidence of authority to

attend the meeting in accordance with requirements

specified by Board of Directors or Board of Commissioners at

the meeting summon, provided that for the shares listed in

the Stock Exchange in Indonesia, shall be with due

observance of provisions of laws and regulations concerning

Capital Market in Indonesia.

7. Official minutes of meeting shall be made by Notary

concerning all matters discussed and resolved in the GMS.

- Such official minutes of meeting shall become a conclusive

evidence to all shareholders and the third parties concerning

resolution and all matters occurred in the meeting.

REQUEST FOR HOLDING A GMS

Article 10

1. 1 (one) or more shareholders jointly representing 1/10 (one

tenths) or more of the total number of shares with valid

voting rights may request for holding a GMS.


37

2. The request for holding a GMS as referred to in paragraph (1)

shall be submitted to Board of Directors through a registered

mail by mentioning the reasons thereof.

3. The request for holding a GMS as referred to in paragraph (1)

shall be:

a. made in good faith;

b. considering the Company’s interests;

c. a request needs a resolution of the GMS;

d. accompanied with the reasons and related materials to

be resolved in the GMS; and

e. not in contravention of the laws and regulations and

the Company’s Articles of Association.

4. Board of Directors shall prepare announcement of the GMS

to the shareholders at the latest 15 (fifteen) days as of the

date of request for holding GMS as referred to in paragraph

(1) received by the Board of Directors.

5. In the event that Board of Directors fails to prepare GMS

Announcement as referred to in paragraph (4), the

shareholders may resubmit the request for GMS to Board of

Commissioners.


38

6. Board of Commissioners shall prepare announcement of the

GMS to the shareholders at the latest 15 (fifteen) days as of

the date of request for holding GMS as referred to in

paragraph (5) received by the Board of Commissioners.

7. 1. In the event that Board of Directors or Board of

Commissioners fails to prepare the GMS announcement

within the period referred to in paragraph (4) and

paragraph (6) above, Board of Directors or Board of

Commissioners shall announce:

a. there is a request for a GMS from the shareholders

as meant in paragraph (1); and

b. the reasons for not holding a GMS

2. The announcement as referred to in point (1) of this

paragraph shall be made at the latest 15 (fifteen) days

as of the receiving date of request for holding GMS from

shareholders as referred to in paragraph (4) and

paragraph (6) above.

3. The announcement as referred to in point (1) of this

paragraph for the Company whose shares are registered

in Stock Exchange shall be made at least in:


39

a. 1 (one) nationwide circulated daily newspaper in

Indonesian language;

b. website of Stock Exchange; and

c. website of the Company, in Indonesian language

and foreign language, provided that the foreign

language used is at least English language.

4. The announcement using a foreign language as referred

to in point (3) letter (c) of this paragraph shall contain

same information with the announcement using

Indonesian language.

5. If there is a difference in interpretation of information

announced in a foreign language with information

announced in Indonesian language as meant in point (4)

of this paragraph, the information used as reference

shall be information in Indonesian language.

6. Evidence of announcement as referred to in point (3)

letter (a) above along with copy of request letter for

holding a GMS as referred to in paragraph (2) shall be

submitted to FSA at the latest 2 (two) business days

after the announcement.


40

8. 1. In the event Board of Commissioners fails to prepare

GMS announcement as referred to in paragraph (6), the

shareholders as referred to in paragraph (1) may submit

a request of the GMS to the chief of district court whose

jurisdiction covering the Company’s domicile to

determine the granting of approval for holding a GMS.

2. The shareholders who have obtained the determination

of the court to hold a GMS as referred to in point (1) of

this paragraph, shall:

a. serve announcement, summons for holding a GMS,

announcement of summary minutes of the GMS, for

the GMS held in accordance with the Regulations of

FSA.

b. serve notification for holding a GMS and submit the

announcement evidence, summons evidence,

minutes of the GMS and announcement evidence of

summary minutes of the GMS for the GMS held in

accordance with the Regulations of FSA.

c. attach the document containing name of

shareholder and ownership of his shares within the

Company who have obtained the determination of


41

the court to hold a GMS and the determination of

court in the announcement as referred to in letter b

to the FSA in relation with the holding of the said

GMS.

9. The shareholder as referred to in paragraph 1 shall be

prohibited to transfer the ownership of his shares within 6

(six) months as of the GMS, if the request for GMS is fulfilled

by the Board of Directors or Board of Commissioners or

determined by the court.

PLACE AND TIME OF THE GMS

Article 11

1. The GMS shall be held within the territory of the Republic of

Indonesia.

2. The Company shall determine the place and time of the

GMS.

3. The place for holding a GMS referred to in paragraph 2 shall

be at:

a. the Company’s domicile;

b. a place where the Company conducts main business

activities thereof;


42

c. the capital city of province covering the place of domicile

or main business activities of the Company; or

d. Province covering the domicile of the Stock Exchange

where the Company’s shares are listed.

NOTIFICATION OF THE GMS

Article 12

1. The Company shall submit a prior notification regarding

meeting agenda to the FSA at the latest 5 (five) business

days before the announcement of the GMS, excluding the

date of announcement of the GMS.

2. Agenda of meeting as referred to in paragraph 1 shall be

disclosed clearly and in details.

3. If any changes of agenda of meeting as referred to in

paragraph 1, the Company shall submit the said change of

agenda to the FSA no later than the date of summons of the

GMS.

4. Provisions of paragraphs (1), (2) and paragraph (3) shall, as

necessary, be applicable to notification of the GMS by

shareholder who have obtained the determination of the

court to hold a GMS as referred to in Article 10 paragraph (8)

point (2).


43

ANNOUNCEMENT OF THE GMS

Article 13

1. The Company shall prepare announcement of the GMS to

the shareholders at the latest 14 (fourteen) days prior to the

GMS summons, excluding the date of announcement and

date of summons.

2. Announcement of the GMS as referred to in paragraph (1)

shall at least contain the followings:

a. provisions regarding shareholders who have rights to

attend the GMS;

b. provisions regarding shareholders who have rights to

propose a meeting agenda;

c. date of the GMS; and

d. dated of the GMS summons.

3. In the event that the GMS shall be held upon request of

shareholders as referred to in Article 10 paragraphs (1), (2),

(3), (4), (5), and paragraph (6), in addition to the matters

mentioned in paragraph (2), the announcement of the GMS

as referred to in paragraph (1) shall contain information that


44

the Company shall hold a GMS upon the request of the

shareholder.

4. The announcement of the GMS to shareholders as referred to

in paragraph (1) for the Company whose shares are

registered in Stock Exchange shall be made at least in:




c. website of the Company, in Indonesian language and

foreign language, provided that the foreign language

used is at least English language.

5. The announcement of the GMS using a foreign language as

referred to in paragraph (4) letter (c) shall contain same

information with the announcement of the GMS using


6. If there is a difference in interpretation of information

announced in a foreign language with information

announced in Indonesian language as meant in paragraph

(5), the information used as reference shall be information in



45

7. Evidence of announcement of the GMS as referred to in

paragraph (4) letter a shall be submitted to FSA at the latest

2 (two) business days after the announcement of the GMS.

8. In the event that the GMS shall be held upon request of

shareholders, the delivery of evidence of announcement of

the GMS as referred to in paragraph (7) shall also be

accompanied with copy of request letter of the GMS as

referred to in Article 10 paragraph (2).

9. Provisions of paragraphs (1), (2), (3), (4), (5), (6), (7), and

paragraph (8) shall, as necessary, be applicable to

announcement of the GMS by shareholder who have

obtained the determination of the court to hold a GMS as

referred to in Article 10 paragraph (8) point (2).

10. 1. Shareholders may propose agenda of meeting in writing

to Board of Directors at the latest 7 (seven) days before

the GMS summons.

2. Shareholders who may propose the meeting agenda as

referred to in point (1) is 1 (one) or more shareholders

jointly representing 1/20 (one twentieth) or more of the

total number of shares with voting rights.


46

3. The proposal of meeting agenda as referred to in point

(1) shall be:

a. made in good faith;

b. considering the Company’s interests;

c. accompanied with the reasons and proposal

materials of meeting agenda; and

d. not in contravention of the laws and regulations.

4. The proposal of meeting agenda from shareholders as

referred to in point (1) shall be a meeting agenda needs

a resolution of the GMS.

5. The Company shall include the meeting agenda from

shareholders as referred to in point (1) up to point (4)

in the meeting agenda containing the summons.

SUMMONS OF THE GMS

Article 14

1. The Company shall prepare summons of the GMS to the

shareholders at the latest 21 (twenty one) days prior to the

GMS, excluding the date of summons and date of the GMS.

2. Summons of the GMS as referred to in paragraph (1) shall at

least contain the followings:


47

a. date of the GMS;

b. time of the GMS;

c. venue of the GMS;

d. provisions regarding shareholders who have rights to

attend the GMS;

e. meeting agenda including explanation of each meeting

agenda; and

f. information that the materials related to the meeting

agenda are available to shareholders starting from the

date of summons through the date of the GMS.

3. The summons of the GMS to shareholders as referred to in

paragraph (1) for the Company whose shares are registered

in Stock Exchange shall be made at least in:




c. website of the Company, in Indonesian language and

foreign language, provided that the foreign language

used is at least English language.


48

4. The summons of the GMS using a foreign language as

referred to in paragraph (3) letter (c) shall contain same

information with the summons of the GMS using Indonesian

language.

5. If there is a difference in interpretation of information of

summons in a foreign language with information of

summons in Indonesian language as meant in paragraph 4,

the information used as reference shall be information in


6. Evidence of summons of the GMS as referred to in paragraph

(3) letter (a) shall be submitted to FSA at the latest 2 (two)

business days after the GMS summons.

7. Provisions of paragraphs (1), (2), (3), (4), (5) and paragraph

(6) shall, as necessary, be applicable to summons of the

GMS by shareholder who have obtained the determination of

the court to hold a GMS as referred to in Article 10

paragraph (8) point (2).

8. 1. The Company shall provide materials of meeting agenda

to shareholders.


49

2. Materials of meeting agenda as referred to in point (1)

shall be available starting from the date of summons

through the date of the GMS.

3. If provisions of other laws and regulations regulate that

the requirement of availability of materials of meeting

agenda is earlier than the provision as referred to in

point (2), the provision of other laws and regulations

concerning availability of materials of meeting agenda

shall apply.

4. The available materials of meeting agenda as referred to

in point (2) may be in the form of hardcopy and/or

softcopy.

5. The hardcopy as referred to in point (4) shall be given

for free at the Company’s office if it was requested in

writing by the shareholders.

6. The softcopy as referred to in paragraph (4) can be

accessed or downloaded in the Company’s website.

7. In the event of meeting agenda concerning appointment

of members of Board of Directors and/or members of

Board of Commissioners, curricula vitae of candidates of


50

members of Board of Directors and/or members of

Board of Commissioners shall be available in:

a. the Company’s website at least starting from the

summons through the holding of the GMS; or

b. anytime other than the time referred to in letter (a),

but at the latest of time for holding of the GMS, to

the extent regulated in the laws and regulations.

9. 1. The Company shall prepare rectification of the GMS

summons should there will be changes of information in

the GMS summons which was made as referred to in

paragraph (2).

2. If the rectification of the GMS summons as referred to in

point (1) contains information of change of date of the

GMS and/or addition of agenda of the GMS, the

Company shall re-serve summons of the GMS in

accordance with the procedures of summons as

stipulated in paragraph (1), (2), (3), (4), (5) and

paragraph (6).

3. Obligation to re-serve a GMS summons as referred to in

point (2) shall not apply if the rectification of the GMS

summons regarding change of date of the GMS and/or


51

addition of agenda of the GMS is made based on errors

which are not made by the Company.

4. The evidence that rectification of summons that is not

under the Company’s fault as referred to in point (3)

shall be submitted to the FSA on the same day of

summons rectification.

5. Provisions regarding media and delivery of evidence of

summons of the GMS as referred to in paragraph (3)

and paragraph (6) shall, as necessary, be applicable to

media for rectification of summons of the GMS and

delivery of evidence of rectification of summons of the

GMS as referred to in point (1).

10. 1. Summons of the second GMS shall be prepared under

the following conditions:

a. Summons of the second GMS shall be convened at

the latest 7 (seven) days prior to the second GMS

performed;

b. Summons of the second GMS shall be accompanied

with information that the first GMS has been held

but failed to reach the quorum of attendance;


52

c. The second GMS shall be held at the earliest 10

(ten) days and at the latest 21 (twenty one) days

after the first GMS.

2. Provisions regarding media of summons and

rectification of summons of the GMS as referred to in

paragraph (3) up to paragraph (6) and paragraph (9)

shall, as necessary, be applicable for summons of the

second GMS.

11. Summons of the third GMS shall be prepared under the

following conditions:

1. Summons of the third GMS upon the request of the

Company shall be determined by the FSA.

2. Summons of the third GMS shall be accompanied with

information that the second GMS has been held but

failed to reach the quorum.

RIGHTS OF SHAREHOLDERS

Article 15

1. Shareholders either individually or represented by virtue of a

letter of proxy shall reserve the rights to attend the GMS.


53

- Letter of proxy shall be made and signed in such a form as

determined by Company’s Board of Directors, without

prejudice to the provisions of laws and regulations

concerning civil legal proceedings evidences and shall be

submitted to Board of Directors at least 3 (three) business

days prior to the relevant GMS date.

2. The shareholders who are entitled to be present at the GMS

are the shareholders whose names are registered in the

shareholders registry of the Company on 1 (one) day before

the GMS summons.

3. If any rectification of summons as referred to in Article 14

paragraph (9) point (1), the shareholders who are entitled to

be present at the GMS are the shareholders whose names

are registered in the shareholders registry of the Company

on 1 (one) day before the rectification of the GMS summons.

4. At the time of the GMS, the shareholders are entitled to get

information of meeting agenda and related materials of

meeting agenda to the extent that it does not contravene the

laws and regulations.

5. At the time of the GMS, the Company may invite other

parties related to the agenda of the GMS.


54

6. Those parties who are present at the GMS shall prove their

authorities to attend the GMS in accordance with the

requirements determined by the Board of Directors or Board

of Commissioners at the time of summons of the GMS,

provided that, for the shares listed in the Stock Exchange in

Indonesia shall be subject to the laws and regulations on

Capital Market in Indonesia.

7. GMS chairman shall reserve the rights to ask for such letter

of proxy representing the shareholder to be shown to him

when the meeting is held.

8. At the GMS, each share shall confer upon its holder the right

to cast 1 (one) vote.

9. Members of Board of Directors, members of Board of

Commissioners and employees of the Company may be acted

as a proxy in the GMS, but the votes cast by them as a proxy

shall not be counted in a voting.

10. Voting in respect of a person shall be made by the unsigned

closed ballots and voting in respect of other matters shall be

performed orally, unless the Chairman of GMS determines

otherwise without any objection raised by 1 (one) or more

shareholders attending the GMS jointly representing at least


55

10% (ten percent) of the total number of shares with valid

voting rights requesting the voting in writing and

confidentially.

11. Each matter to be proposed by shareholders during

discussion or voting in the GMS, shall comply with

requirements, as follows:

a. according to the Chairman of GMS’ opinion, such

matter is directly related to one of the relevant agenda of

the GMS; and

b. such matter is submitted by one or more shareholders

jointly representing at least 10% (ten percent) of the

total number of shares of the Company with valid voting

rights; and

c. according to Board of Directors’ opinion, the proposal is

considered directly related to Company’s business.

CHAIRMAN OF GMS

Article 16

1. GMS shall be chaired by a member of Board of

Commissioners who shall be appointed by Board of

Commissioners.


56

2. In the event that all members of Board of Commissioners are

unavailable or not available, GMS shall be chaired by a

member of Board of Directors appointed by Board of

Directors.

3. In the event that all members of Board of Commissioners

and Board of Directors are unavailable or not available as

meant in paragraph (1) and paragraph (2) above, GMS shall

be chaired by a shareholder attending the relevant GMS,

which is elected by and among the attendees.

4. 1. In the event that a member of Board of Commissioners

appointed by Board of Commissioners as the chairman

of meeting bears any conflict of interest against the

agenda to be resolved in the GMS, the GMS shall be

chaired by another member of Board of Commissioners

bearing no conflict of interest who shall be appointed by

Board of Commissioners.

2. If all members of Board of Commissioners bear conflict

of interests, the GMS shall be chaired by a member of

Board of Directors who shall be appointed by the Board

of Directors.


57

3. In the event that a member of Board of Directors

appointed by the Board of Directors as the chairman of

meeting bears conflict of interest against the agenda to

be resolved in the GMS, the GMS shall be chaired by

another member of Board of Directors bearing no

conflict of interest.

4. In the event that all members of Board of Directors bear

conflict of interest, the GMS shall be chaired by a non-

controlling shareholder elected by majority of other

shareholders attending the GMS.

CODE OF CONDUCT OF THE GMS

Article 17

1. At the time of the GMS, code of conduct of the GMS shall be

given to the shareholders attending the meeting.

2. Points of code of conduct as referred to in paragraph (1) shall

be read before the GMS starts.

3. At the opening of the GMS, chairman of the GMS shall give

explanations to the shareholders concerning, at least:

a. brief description about general condition of the

Company;


58

b. meeting agenda;

c. mechanisms of resolutions-making process in relation

to meeting agenda; and

d. procedures for application of rights of shareholders to

raise queries and/or opinions.

RESOLUTION, QUORUM OF ATTENDANCE AND QUORUM OF

RESOLUTION OF GMS

Article 18

1. A resolution of the GMS shall be adopted by deliberations to

reach a mutual consensus.

2. In the event of no mutual consensus reached by

deliberations as referred to in paragraph 1, the resolution

shall be adopted by voting.

3. The adoption of resolution through voting as referred to in

paragraph (2) shall be conducted with due observance of

provisions for quorum of attendance and quorum of

resolution of the GMS.

4. Quorum of Attendance and Quorum of Resolution of the

GMS.


59

a. GMS (including GMS for issuance of Equity Securities)

may be held if attended by shareholders representing

more than 1/2 (a half) of total numbers of shares with

valid voting rights issued within Company, unless

otherwise stipulated under the Articles of Association.

b. In the event that quorum as referred to in letter (a) is

not reached, the second GMS may be held provided that

the second GMS shall be valid and reserves the right to

take resolutions if attended by at least 1/3 (one thirds)

of the total numbers of shares with valid voting rights

have been issued by Company, unless otherwise

stipulated under the Articles of Association.

c. The resolution of the GMS as referred to in letter (a) and

letter (b) shall be valid if approved by more than ½ (a

half) of the total shares with voting rights attending the

GMS.

d. In the event that quorum of attendance of the second

GMS as referred to in letter (b) is not reached, the third

GMS may be held provided that the third GMS shall be

valid and reserves the right to take resolutions if

attended by shareholders with valid voting rights in


60

accordance with the quorum of attendance and quorum

of resolution stipulated by FSA based on the Company’s

request.

e. Stipulation of FSA concerning the quorum of attendance

of the third GMS, total votes to take a resolution,

summons, and time of the GMS shall be final and

binding and enforceable.

5. GMS for amendment of Company’s Articles of Association

which requires approval of Minister of Law and Human

Rights of the Republic of Indonesia, unless the amendment

of Articles of Association in order to extend Company’s term

of establishment shall be performed under the following

provisions:

a. GMS may be held if attended by shareholders

representing at least 2/3 (two thirds) of total numbers of

shares with valid voting rights and the resolution shall

be valid if approved by more than 2/3 (two thirds) of

total numbers of shares with voting rights attending the

GMS.

b. in the event that quorum of attendance as referred to in

letter (a) is not reached, the second GMS may be held


61

provided that the second GMS shall be valid and

reserves the right to take resolutions if attended by

shareholders representing at least 3/5 (three fifths) of

total numbers of shares with valid voting rights and the

resolution of the second GMS shall be valid if approved

by more than ½ (a half) of total number of shares with

voting rights attending the GMS.

c. In the event that quorum of attendance of the second







request.

6. GMS to transfer Company’s assets which constitutes more

than 50% (fifty percent) of Company’s net assets in 1 (one) or

more transactions, either in 1 (one) or more transactions,

whether or not related to each other, to collateralize

Company’s assets which constitutes more than 50% (fifty

percent) of Company’s net assets in 1 (one) or more

transactions, either in 1 (one) or more transactions, whether


62

or not related to each other, merger, consolidation,

acquisition, spin-off, petition for bankruptcy, extension of

Company’s term of establishment and dissolution shall be

performed subject to the following rules:

a. GMS may be held if attended by shareholders

representing at least ¾ (three fourths) of total numbers

of shares with valid voting rights and the resolution

shall be valid if approved by more than ¾ (three fourths)

of total numbers of shares with voting rights attending

the GMS.

b. in the event that quorum of attendance as referred to in

letter (a) is not reached, the second GMS may be held

provided that the second GMS shall be valid and

reserves the right to take resolutions if attended by

shareholders representing at least 2/3 (two thirds) of

total numbers of shares with valid voting rights and

resolution of the second GMS shall be valid if approved

by more than ¾ (three fourths) of total number of

shares with voting rights attending the GMS.

c. In the event that quorum of attendance of the second



63






request.

7. GMS to approve a transaction bearing conflict of interest as

referred to in Article 21 paragraph (8) point (2) of the

Company’s Articles of Association, may be performed subject

to the following rules:

a. The shareholders who are having conflict of interest

shall be deemed to have approve the same resolution as

the resolution approved by independent shareholders

namely the shareholders bearing no conflict of interest

against such transactions (hereinafter referred to as

“Independent Shareholders”);

b. The GMS is attended by the Independent Shareholders

representing more than a half (1/2) of total number of

shares with valid voting rights owned by all

Independent Shareholders, and such resolution shall

be of the GMS shall be valid if approved by Independent


64

Shareholders representing more than a half (1/2) of

total number of shares with valid voting rights owned

by all Independent Shareholders;

c. in the event that quorum as referred to in letter (b)

above is not reached, then, in the second GMS the

resolution shall be valid if attended by Independent

Shareholders representing more than a half (1/2) of

total number of shares with valid voting rights owned

by Independent Shareholders and approved by more

than a half (1/2) of total number of shares owned by

Independent Shareholders attending the GMS;

d. In the event that quorum of attendance of the second

GMS as referred to in letter (c) is not reached, the third



attended by Independent Shareholders with valid voting

rights in accordance with the quorum of attendance

and quorum of resolution stipulated by FSA based on

the Company’s request.

e. The resolution of the third GMS shall be valid if

approved by Independent Shareholders representing


65

more than 50% (fifty percent) of shares owned by

Independent Shareholders attending the GMS.

8. Shareholder with voting right present in the GMS but does

not vote (abstain) is considered to vote the same vote with

the majority shareholders who vote.

9. 1. In the voting, vote cast by a shareholder shall apply to

all shares of his/her own and the shareholder shall not

be allowed to authorize the power to more than one

proxies for any part of the total shares of his/her own,

with different votes.

2. Provision as referred to in point 1 shall be exempted

for:

a. Custodian Bank or Securities Company as a

Custodian to represent its customers of the

Company’s shareholders.

b. Investment Manager who represents the interest

of Mutual Fund under its management.

MINUTES OF THE GMS AND SUMMARY MINUTES OF THE GMS

Article 19


66

1. The Company shall prepare minutes of the GMS and

summary minutes of the GMS.

2. Minutes of the GMS shall be made and signed by chairman

of meeting and at least 1 (one) shareholder elected by and

among the attendees of the GMS.

3. The signatures as referred to in paragraph 2 shall not be

required if such minutes of the GMS is made in a deed of

minutes of the GMS drawn up by a notary.

4. 1. The minutes of the GMS as referred to in paragraph (1)

of this Article shall be submitted to FSA at the latest 30

(thirty) days after the GMS

2. In the event that deadline for submitting the minutes of

the GMS as referred to in point 1 shall fall on holidays,

the minutes of the GMS shall be submitted at the latest

on the next business day.

5. 1. The brief Minutes of the GMS as referred to in

paragraph 1 shall at least contain the following

informations:

a. date of the GMS, venue of the GMS, time of the

GMS, and agenda of the GMS;


67

b. members of Board of Directors and members of

Board of Commissioners attended the GMS;

c. number of shares with valid voting rights attended

the GMS and its percentage of total number of

shares with valid voting rights;

d. presence or absence of opportunities to

shareholders to raise queries and/or opinions

related to the meeting agenda;

e. number of shareholders raised queries and/or

opinions related to the meeting agenda, if the

shareholders are given the opportunities;

f. mechanism of the GMS’ resolution making;

g. result of voting, including number of affirmative

votes, negative votes and abstain (not vote) for

each agenda of meeting, if the resolution is taken

by voting;

h. resolutions of the GMS; and

i. realization of cash payment of dividends to the

entitled shareholders, if the resolution is related to

distribution of cash dividend.


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2. Brief minutes of the GMS as referred to in point (1)

shall be announced to the public at least in:




c. website of the Company, in Indonesian language

and foreign language, provided that the foreign

language used is at least English language.

3. The summary minutes of the GMS using a foreign

language as referred to in point (2) letter (c) shall

contain same information with the summary minutes of

the GMS using Indonesian language.

4. If there is a difference in interpretation of information of

summary minutes of the GMS announced in a foreign

language with information of summary minutes of the

GMS announced in Indonesian language as referred to

in point (3), the information used as reference shall be

information in Indonesian language.

5. Announcement of summary minutes of the GMS as

referred to in point (2) shall be announced to the public

at the latest 2 (two) business days after the GMS.


69

6. Evidence of announcement of summary minutes of the

GMS as referred to in point (2) letter (a) shall be

submitted to FSA at the latest 2 (two) business days

after the announcement.

6. Provisions in paragraph (4) and paragraph (5) point (2), point

(5) and point (6) shall, as necessary, be applicable for:

a. delivery of the minutes of the GMS and summary

minutes of the GMS that have been announced to the

FSA; and

b. announcement of summary minutes of the GMS;

as results of holding of the GMS by shareholders who have

obtained the determination of the court to hold the GMS as

referred to in Article 10 paragraph (8) point (2).

7. In the event of resolution of the GMS related to the

distribution of cash dividends, the Company shall prepare

payment of cash dividends to the entitled shareholders at the

latest 30 (thirty) days after the announcement of summary

minutes of the GMS resolving the distribution of cash

dividends.

BOARD OF DIRECTORS

Article 20


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1. Company shall be managed and directed by a Board of

Directors consisting of at least 3 (three) members of Board of

Directors, with the following composition:

a. one President Director;

b. one or more Vice President Directors;

c. one or more Directors;

2. Members of Board of Directors shall be appointed by GMS,

each of whom for a period until the closing of the 5th (fifth)

Annual GMS after appointment of the relevant members of

Board of Directors without prejudice to GMS rights to

dismiss the aforesaid members of Board of Directors at any

time after the relevant member of Board of Directors being

given an opportunity to attend the GMS in order to defend

himself.

Such dismissal is effective commencing from the closing of a

meeting which resolved the said dismissal unless if other

dismissal date is determined by GMS.

3. In the event that due to any reason all position of members

of Board of Directors are vacant, within the period of 30

(thirty) days after the occurrence of such vacancy,

notification concerning the performance of GMS shall be


71

announced to fill in such vacancy considering observance of

provisions of laws and regulations and Articles of

Association.

4. In the event that due to any reason all position of members

of Board of Directors are vacant, Company shall be

temporarily managed by member of Board of Commissioners

appointed by meeting of Board of Commissioners.

5. 1. A qualified person shall be appointed as a member of

Board of Directors is an individual who has complied

with the requirements at the time of appointment and

during his/her term of office:

a. has a good character, morals and integrity;

b. Capable to perform legal actions;

c. in the last 5 (five) years prior to the appointment

and during his/her term of office:

1. Never been declared under bankruptcy;

2. Never become a member of board of directors

and/or board of commissioners declared guilty

causing a company under bankruptcy;


72

3. Never been sentenced due to a crime charged

causing losses to the state finance and/or

relates to financial sectors; and

4. Never become a member of board of directors

and/or board of commissioners who is during

his/her term of office:

a) once refrained from convening an annual

GMS;

b) his/her accountability as a member of

Board of Directors and/or Board of

Commissioners was once not accepted by

the GMS or he/she once who did not

provide accountability as a member of

Board of Directors and/or Board of

Commissioners to the GMS; and

c) He/she once causing a company that had

obtained license, approval, or registration

from Financial Service Authority failed to

comply with the obligation for submission

of annual reports and/or financial


73

statement to the Financial Service

Authority.

d. has commitment to comply with the laws and

regulations; and

e. acquiring knowledge and/or skills in the fields

needed by the Company;

2. The fulfillment with the requirement as referred to in

point (1) shall be set forth in letter of statement and

shall be delivered to the Company.

3. The letter of statement as referred to in point (2) shall be

examined and documented by the Company.

6. The Company shall hold a GMS to carry out replacement of a

member of Board of Directors who does not comply with the

requirement as referred to in paragraph (5) above.

7. 1. A member of Board of Directors may hold the other

office as:

a. A member of Board of Directors in no more than 1

(one) other Issuer or Public Company;


74

b. A member of Board of Commissioners in no more

than 3 (three) other Issuers or Public Companies;

and/or

c. A member of committee in no more than 5 (five)

committees in a company, where the relevant

person also serves as a member of Board of

Directors or member of Board of Commissioners.

2. Double-office as referred to in point (1) may only be

conducted to the extent that it is not in contravention of

other laws and regulations.

3. In the event that there are other laws and regulations

governing the provision regarding double office which is

different from the provision in this Regulation of

Indonesia Financial Service Authority, the stricter

provision shall prevail.

8. Proposal of appointment, dismissal, and/or replacement of

members of Board of Directors to GMS shall take into

account the recommendation from Board of Commissioners

or the committee conducting the function of nomination.

9. Resignation and Suspension.


75

1. A member of the Board of Directors may resign from his

office prior to expiry of his term of office by serving a

written notice to the Company.

The resigning member of Board of Directors as

mentioned above shall remain being asked for his

accountability starting from such appointment through

the resignation date in the next GMS.

2. In the event that there is member of Board of Directors

resigns as referred to in point (1), the relevant member

of Board of Directors must deliver resignation

application to the Company.

3. The Company shall hold a GMS to resolve the

resignation application of the said member of the Board

of Directors as referred to in point (2) at the latest 90

(ninety) days after acceptance of the concerned

resignation application.

4. Position of a member of the Board of Directors shall

terminate in case:

a. declared under bankruptcy or taken under custody

based on a court order; or

b. dismissed by virtue of a resolution of the GMS; or


76

c. prohibited to hold an office as a member of Board of

Directors, due to a provision of the applicable Law

or laws and regulations; or

d. voluntary resignation pursuant to the provision of

point 1; or

e. passes away; or

f. term of office expires.

10. The Company shall prepare transparency of information to

public and to deliver to the Financial Service Authority

within no later than 2 (two) days after:

1. acceptance of resignation application of Board of

Directors as referred to in paragraph (9) point (2); and

2. the results of holding of the GMS as referred to in

paragraph (9) point (3).

11. 1. Members of Board of Directors may be suspended by

Board of Commissioners by mentioning the reason

thereof.

2. The suspension as referred to in point (1) shall be

notified in writing to the relevant member of Board of

Directors.


77

3. In the event that there is a member of Board of

Directors being suspended as referred to in point (1),

Board of Commissioners shall hold GMS to revoke or to

uphold the resolution of such suspension.

4. The GMS as referred to in point (3) shall be held within

no later than 90 (ninety) days after the date of

suspension.

5. By the lapse of period for holding GMS as referred to in

point (4) or GMS fails to take resolution, the

suspension as referred to in point (1) shall be canceled.

6. In the GMS as referred to in point (3), the relevant

member of Board of Directors shall be rendered an

opportunity to defend himself.

7. The suspended member of Board of Directors as

referred to in point (1) shall not be authorized:

a. to conduct administration of the Company for the

interest of the Company in accordance with the

purposes and objectives of the Company; and

b. to represent the Company before or outside of

court.


78

8. The authority limitation as referred to in point (7) shall

be effective as of the resolution of suspension by Board

of Commissioners up to:

a. there is GMS resolution upholding or cancel the

suspension as referred to in point (3); or

b. the lapse of period as referred to in point (4).

12. The Company shall perform information transparency to

public and to deliver to the Financial Service Authority

regarding:

a. resolution of suspension; and

b. GMS results as referred to in paragraph (11) point (3) or

information regarding the cancelation of suspension by

Board of Commissioners as non-implementation of the

GMS up to the lapse of time as referred to in paragraph

(11) point (5);

within no later than 2 (two) business days after the

occurrence of such event.

DUTY, RESPONSIBILITY, AND AUTHORITY OF THE BOARD OF

DIRECTORS

Article 21


79

1. The Board of Directors shall have duties to perform and be

responsible for management of the Company in accordance

with the purposes and objectives of the Company.

2. In conducting the duties and responsibilities for the

management as referred to in paragraph (1), Board of

Directors shall hold the annual GMS and other GMS as

stipulated in laws and regulations and Articles of

Association.

3. Each member of Board of Directors shall carry out the duties

and responsibilities as referred to in paragraph (1) in good

faith, full responsibility, and prudence.

4. In order to support the effectiveness of implementation of

duty and responsibility as referred to in paragraph (1), Board

of Directors may establish a committee.

5. In the event that the establishment of committee as referred

to in paragraph (4), Board of Directors shall carry out

evaluation to the committee’s performance at every the end

of a financial year.

6. 1. Each member of Board of Directors shall be jointly and

severally responsible for any losses of the Company


80

caused by willful misconduct or negligence of members

of Board of Directors in conducting their duties.

2. Members of Board of Directors may not be claimed for

losses of the Company as referred to in point (1) if they

are able to prove:

a. such loss is not due to their willful misconduct or

negligence;

b. have carried out management in good faith, full

responsibility, and prudence for the interest and in

accordance with the purposes and objectives of the

Company;

c. not having any conflict of interest either directly or

indirectly upon any management action causing

such losses; and

d. have taken any necessary action to prevent the

occurrence or continuation of such losses.

7. The Board of Directors shall be authorized to carry out

management as referred to in paragraphs (1), (2), (3), (4) and

paragraph (5) in accordance with the policies considered

appropriate, in compliance with to purposes and objectives

set out in Articles of Association.


81

8. 1. Board of Directors shall reserve the rights to represent

Company before and outside of the court concerning all

matters and in all affairs, bind Company to other party

and other party to Company, as well as to execute all

actions, either concerning management or ownership,

however with limitation that:

a. to borrow money or obtain leasing facility or other

financial facilities for and on behalf of Company

(provided that it excludes the money or loan

withdrawal having been approved), or to lend

Company’s money to the other party other than

routine activity of Company;

b. to account for Company’s property or asset in any

manner whatsoever, and or to bind Company as

guarantor, guarantor for debt, or indemnity either

for the fulfillment of obligation of Company itself

or other party, including also but not limited to

the granting of mortgage, fiduciary property rights

for the purpose of security and liens;

c. to perform capital investment in the other

Company or to release Company’s capital


82

investment in the other company or to perform

joint venture or other business cooperation other

than Company’s routine business;

d. to release tangible rights like patent rights and

trademark;

e. proposal to perform merger or consolidation, one

and another without prejudice to the provisions

applicable concerning Capital Market;

shall be subject to the approval of Board of

Commissioners.

2. To execute legal action in the form of transaction

containing personal economical conflict of interest of

member of Board of Directors, Board of Commissioners

or shareholders, with Company’s economical interest,

Board of Directors shall require GMS approval based on

majority approving votes of shareholders who do not

have conflict of interest as referred to the aforesaid

Article 18 paragraph (7).

3. 2 (two) members of Board of Directors shall jointly

reserve the rights and duly-authorized to act for and on


83

behalf of Board of Directors as well as to represent

Company.

4. Board of Directors shall ask for GMS approval to:

a. transfer Company’s assets; or

b. to pledge Company’s assets;

which constitutes more than 50% (fifty percent) of

Company’s net asset within 1 (one) financial year, either

in 1 (one) or more transactions, in relation to each other

or not, one and another pursuant to the provision of

Article 102 of Law Number 40 of 2007 (two thousand

and seven) concerning Limited Liability Company and

Regulations of Financial Services Authority Number

32/POJK.04/2014.

5. A member of the Board of Directors shall not be

authorized to represent the Company if:

a. there is a legal proceedings before the Court

between the Company against the relevant member

of the Board of Directors; and

b. the relevant member of Board of Directors has a

conflict of interest against the Company.


84

6. In the event of circumstances as referred to in

paragraph (5), those being entitled to representing the

Company shall be:

a. Other members of the Board of Directors who have

no conflict of interest against the Company;

b. Board of Commissioners if all members of the

Board of Directors have conflict of interest against

the Company;

c. Other parties appointed by the GMS in the event if

all members of the Board of Directors or the Board

of Commissioners have conflict of interest against

the Company.

MEETING OF THE BOARD OF DIRECTORS

Article 22

1. The Board of Directors shall hold a Meeting of Board of

Directors periodically at least 1 (once) a month.

Meeting of Board of Directors may be held if attended by the

majority of all members of Board of Directors.

2. Board of Directors shall hold Meeting of Board of Directors

with the Board of Commissioners periodically at least 1 (one)

time within 4 (four) months.


85

3. The attendance of members of Board of Directors in meeting

as referred to in paragraph 1 and paragraph 2 shall be

disclosed in the annual report of the Company.

4. Summons of Meeting of Board of Directors shall be

performed by member of Board of Directors who reserves the

right to act for and on behalf of Board of Directors according

to the provision of Article 21 paragraph (8) point (3) of this


If such member of Board of Directors does not perform

summon within 3 (three) days since the request submitted or

since the elapse of deadline scheduled for Meeting of Board

of Directors, then summon shall be performed by another

member of Board of Directors.

5. Summons of Meeting of Board of Directors shall be sent by

registered mail or by letter which is directly delivered to each

member of the Board of Directors by receiving the receipt

thereof at least 3 (three) days before the Meeting of Board of

Directors is to be held, excluding the date of summons and

date of the Meeting of Board of Directors.


86

6. 1. Board of Directors shall prepare schedule of a meeting

as referred to in paragraphs (1) and (2) above for the

succeeding year prior to the end of the financial year.

2. In the scheduled meeting as referred to in point (1), the

meeting materials shall be delivered to participants

within no later than 5 (five) days prior to the meeting.

3. In the event that there is a meeting held outside of the

schedule as already prepared, the meeting materials

shall be delivered to the participants no later than prior

to the meeting is held.

7. The Meeting of Board of Directors’ summons shall include

day, date, time, venue and agenda of the meeting.

8. Meeting of Board of Directors shall be held at Company’s

domicile or the main place of Company’s business activities.

If all members of Board of Directors are present or

represented, such prior summons is not required and

Meeting of Board of Directors may be held at any place and

shall reserve the rights to take any legal and binding

resolution.

9. Meeting of Board of Directors shall be chaired by President

Director, in the event that President Director is not present


87

or unavailable which is not necessary to be proven to other

third parties, Meeting of Board of Directors shall be chaired

by a Vice President Director, if all Vice President Directors

are not present or unavailable due to any reasons

whatsoever, the matter of which is not necessary to be

proven to other third parties, then Meeting of Board of

Directors shall be chaired by a member of Board of Directors

appointed by and among the members of Board of Directors

who present at the relevant Meeting of Board of Directors.

10. A member of Board of Directors may be represented in

Meeting of Board of Directors only by another member of

Board of Directors based on a power of attorney.

11. The resolution making of Meeting of Board of Directors as

referred to in paragraphs (1), (2), and paragraph (3) above

shall be adopted by deliberations to reach a mutual

consensus. In the event of no mutual consensus reached by

deliberations, the resolution shall be adopted based on the

majority votes.

12. In the event of a tie vote occurred, the Chairman of Meeting

of Board of Directors shall be decisive.


88

13. a. A member of Board of Directors who is present shall

reserve the rights to cast 1 (one) vote and 1 (one)

additional vote for every other member of Board of

Directors represented by him.

b. Voting concerning a person is performed with closing

voting ballot without signature while the voting

concerning the other matters is performed orally, unless

the Chairman of Meeting of Board of Directors

determines otherwise without any objection from those

present;

c. Blank vote or invalid vote shall be considered as not

lawfully cast and considered nonexistent and shall not

be counted in determining the number of votes cast.

14. 1. The meeting results as referred to in paragraph (1)

above shall be set forth in a meeting minutes, which

shall be duly signed by all of the attending members of

Board of Directors, and shall be delivered to all

members of Board of Directors

2. The meeting results as referred to in paragraph (2)

above shall be adopted in a meeting minutes, which

shall be duly signed by the present members of Board of


89

Directors and members of Board of Commissioners, and

shall be delivered to all members of Board of Directors

and members of Board of Commissioners.

3. In the event that there is a member of Board of

Directors and/or member of Board of Commissioners

who is not duly sign the meeting result as referred to in

point (1) and point (2) above, the relevant person shall

state his reason in writing an a separate letter attached

to the meeting minutes.

4. The meeting minutes as referred to in point (1) and

point (2) above shall be documented by the Company.

15. Board of Directors may also adopt a valid resolution without

holding a Board of Directors’ Meeting, provided that all

members of the Board of Directors have been notified in

writing and they have granted their approval to such

proposal submitted in writing and signed the said approval;

- Any resolution adopted in such a manner shall have the

same legal effect as a resolution validly adopted at a Board of

Directors’ Meeting.

BOARD OF COMMISSIONERS

Article 23


90

1. Board of Commissioners shall consist of at least 3 (three)

members of Board of Commissioners, with the following

composition:

a. one President Commissioner;

b. one or more Vice President Commissioners;

c. one or more Commissioners;

2. In the event that Board of Commissioners shall consist of

more than 2 (two) members of Board of Commissioners, 1

(one) of them shall be an Independent Commissioner.

3. In the event that Board of Commissioners shall consist of

more than 2 (two) members of Board of Commissioners, the

number of Independent Commissioners must at least consist

of 30% (thirty percent) of the entire number of members of

Board of Commissioner.

4. Members of Board of Commissioners shall be appointed by

GMS, each of whom for a period until the closing of the 5th

(fifth) Annual GMS after the said appointment without

prejudice to GMS rights to dismiss them at any time by

mentioning the reason thereof after the relevant member of

Board of Commissioners is given opportunity to defend

himself in such Meeting.


91

Such dismissal is effective commencing from the closing of a

Meeting which resolved the said dismissal unless if other

dismissal date is determined by GMS.

5. 1. Provisions regarding requirement and compliance with

the requirement to become a member of Board of

Directors as referred to in Article 20 paragraph (5) above

shall, as necessary, be applicable to members of Board

of Commissioners.

2. In addition to complying with the provision as referred

to in paragraph (1), the Independent Commissioner

shall comply with the requirement as follows:

a. Is not a person who works or has authority and

responsibility to plan, to lead, to control, or to

supervise the activities of Company within the

period of the last 6 (six) months, except for re-

appointment as the Independent Commissioner of

the Company of the next period;

b. Holding no share either directly or indirectly within

the Company;

c. No affiliation relation with the Company, members

of Board of Commissioners, members of Board of


92

Directors, or the major shareholder of the

Company; and

d. Having no business relation either directly or

indirectly, with respect to business activities of the

Company.

3. The requirement as referred to in point (1) and point (2)

shall be fulfilled by a member of Board of

Commissioners during his term of office.

6. The Company shall hold a GMS to carry out the replacement

of member of Board of Commissioners which, during his

term of office fails to comply with the requirements as

referred to in paragraph (3).

7. Provisions regarding appointment, dismissal, and term of

office of Board of Directors as referred to in Article 20

paragraph (2) and paragraph (5) shall, as necessary, be

applicable to members of Board of Commissioners.

8. 1. A member of Board of Commissioners may have a

double-office as:

a. a member of Board of Directors in no more than 2

(two) other Issuers or Public Companies; and


93

b. a member of Board of Commissioners in no more

than 2 (two) other Issuers or Public Companies.

2. In the event that a member of Board of Commissioners

does not have double office as a member of Board of

Directors, the relevant member of Board of

Commissioners may have a double office as member of

Board of Commissioners in no more than 4 (four) other

Issuers or Public Companies.

3. A member of Board of Commissioners may have a

double office as a committee member in no more than 5

(five) committees in a company, where the relevant

person also serves as a member of Board of Directors or

member of Board of Commissioners.

4. The double-office as a committee member as referred to

in point (3) may only be carried out to the extent that it

is not in contravention of other laws and regulations.

5. In the event that there are other laws and regulations

governing the provision regarding double office which is

different from the provision in this Regulation of

Indonesia Financial Service Authority, the stricter

provision shall prevail.


94

9. 1. An Independent Commissioner who has served for 2

(two) periods of term of office may be re-appointed in the

subsequent period to the extent that such Independent

Commissioner declare that he/she remains being

independent to GMS.

2. The independency statement of an Independent

Commissioner as referred to in point (1) shall be

disclosed in the annual report.

3. In the event that an Independent Commissioner shall

serve an office in Audit Committee, the relevant

Independent Commissioner may only be re-appointed as

a member of the Audit Committee for 1 (one) period of

the subsequent term of office of the Audit Committee.

10. Proposal of appointment, dismissal, and/or replacement of

members of Board of Commissioners to GMS as referred to

in Article 20 paragraph (8) shall, as necessary, be applicable

to members of Board of Commissioners.

11. Provisions of resignation of members of Board of Directors as

referred to in Article 20 paragraph (9) and paragraph (10)

shall, as necessary, be applicable to members of Board of

Commissioners.


95

12. Position of a member of the Board of Commissioners shall

terminate in case:

a. declared under bankruptcy or taken under custody

based on a court order; or

b. dismissed by virtue of a resolution of the GMS; or

c. prohibited to hold an office as a member of Board of

Commissioners, due to a provision of the applicable Law

or laws and regulations; or

d. voluntary resignation pursuant to the provision of

paragraph 11; or

e. passes away; or

f. term of office expires.

DUTY, RESPONSIBILITY, AND AUTHORITY OF THE BOARD OF

COMMISSIONERS

Article 24

1. Board of Commissioners shall have duties to perform

supervision and responsibilities for supervision over the

management policy, the managerial performance in general,

either regarding the Company or the Company’s business,

and to provide recommendation to Board of Directors.


96

2. Under certain circumstances, Board of Commissioners shall

hold the annual GMS and any other GMS in accordance with

its authority as stipulated in laws and regulations and


3. Members of Board of Commissioners shall perform duties

and responsibilities as referred to in paragraph 1 in good

faith, full responsibility, and prudence.

4. In order to support the effectiveness of implementation of its

duties and responsibilities as referred to in paragraph 1,

Board of Commissioners shall establish an Audit Committee

and may establish any other committee.

5. Board of Commissioners shall carry out evaluation to the

committee’s performance in supporting its duties and

responsibilities performance as referred to in paragraph 4 at

each end of a financial year.

6. Board of Commissioners at any time in the office hour of

Company shall reserve the rights to enter the buildings and

premises or other places used or controlled by Company and

shall reserve the rights to examine all bookkeeping, records,

letters, documents and other evidences, to examine and

verify the cash flow condition and others and shall reserve


97

the rights to acknowledge all actions having been performed

by the Board of Directors.

7. Board of Directors and each member of Board of Directors

shall give information concerning all matters asked by Board

of Commissioners.

8. Board of Commissioners shall temporarily manage the

Company, in the event that all members of Board of

Directors are temporarily dismissed or Company does not

have any member of Board of Directors. In such matter,

Board of Commissioners reserves the right to provide

temporary authority to one or more members of Board of

Commissioners upon Board of Commissioners responsibility.

9. Provisions regarding responsibilities of Board of Directors as

referred to in Article 21 paragraph (6) shall, as necessary, be

applicable to Board of Commissioners.

10. 1. Board of Commissioners shall be duly authorized to

suspend members of Board of Directors by mentioning

the reasons thereof.

2. Board of Commissioners may conduct administration

action of the Company under certain circumstances

for certain period of time.


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3. Authorities as referred to in point (2) shall be set out

based on Articles of Association or GMS resolution.

MEETING OF THE BOARD OF COMMISSIONERS

Article 25

1. Board of Commissioners shall hold Meeting of Board of

Commissioners at least 1 (once) in every 2 (two) months.

Meeting of Board of Commissioners may be held if attended

by the majority of all members of Board of Commissioners.

2. Board of Commissioners shall hold a joint meeting with

Board of Directors periodically at least 1 (once) in every 4

(four) months.

3. The attendance of members of Board of Commissioners in

the meeting as referred to in paragraph (1) and paragraph (2)

shall be disclosed in the annual report of the Company.

4. Provisions regarding the meeting schedule and delivery of

the meeting materials of Board of Directors as referred to in

Article 22 paragraph (6) shall, as necessary, be applicable to

the meeting of Board of Commissioners.

5. Summons of Meeting of Board of Commissioners shall be

performed by President Commissioner, in the event that


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President Commissioner is not present due to any reasons

whatsoever, the matter of which is not necessary to be

proven to other parties, summons of Meeting of Board of

Commissioners shall be performed by Vice President

Commissioner, or in the event that Vice President

Commissioner is not present due to any reasons whatsoever,

the matter of which is not necessary to be proven to other

parties, summons of Meeting of Board of Commissioners

shall be performed by 2 (two) members of Board of

Commissioners.

6. Summon of Meeting of Board of Commissioners shall be

directly-delivered to each member of Board of

Commissioners or through registered letter by receiving an

appropriate receipt, or by telegraph, facsimile which is

promptly confirmed by registered letter at least 7 (seven)

days and in the event of urgent at least 3 (three) days before

the meeting is held by not taking into account of the date of

summon and the date of meeting.

7. Summons of Meeting of Board of Commissioners shall

include the day, date, time, venue and agenda of meeting.


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8. Meeting of Board of Commissioners shall be held at

Company’s domicile or the place of Company’s business

activities.

If all members of Board of Commissioners are present or

represented, such prior summons is not required and

Meeting of Board of Commissioners may be held at any place

and shall reserve the rights to take any legal and binding

resolution.

9. Meeting of Board of Commissioners shall chaired by

President Commissioner, in the event that President

Commissioner is not present or unavailable, the matter of

which is not necessary to be proven to other third parties,

Meeting of Board of Commissioners shall be chaired by Vice

President Commissioners, if all Vice President

Commissioners are not present or unavailable due to any

reasons whatsoever, the matter of which is not necessary to

be proven to other parties, then the meeting shall be chaired

by a member of Board of Commissioners presents and/or

represented at the relevant Meeting of Board of

Commissioners.


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10. A member of Board of Commissioners may be represented in

Meeting of Board of Commissioners only by another member

of Board of Commissioners based on a power of attorney.

11. The resolution making of Meeting of Board of Commissioners

as referred to in paragraphs (1) shall be adopted by

deliberations to reach a mutual consensus.

In the event of no mutual consensus reached by

deliberations, the resolution shall be adopted based on the

majority votes.

12. In the event of a tie vote occurred; the Chairman of Meeting

of Board of Commissioners shall be decisive.

13. a. A member of Board of Commissioners who is present

shall reserve the rights to cast 1 (one) vote and 1 (one)

additional vote for every other member of Board of

Commissioners represented by him.

b. Voting concerning a person is performed with closing

voting ballot without signature while the voting

concerning the other matters is performed orally, unless

the Chairman of Meeting of Board of Commissioners

determines otherwise without any objection from those

present;


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c. Blank vote or invalid vote shall be considered as not

lawfully cast and considered nonexistent and shall not

be counted in determining the number of votes cast.

14. Provisions regarding the resolutions and minutes of meeting

of Board of Directors as referred to in Article 22 paragraph

(14) shall, as necessary, be applicable to the meeting of

Board of Commissioners.

15. Board of Commissioners may also adopt a valid resolution

without holding a Board of Commissioners’ Meeting,

provided that all members of the Board of Commissioners

have been notified in writing and they have granted their

approval to such proposal submitted in writing and signed

the said approval. Any resolution adopted in such a manner

shall have the same legal effect as a resolution validly

adopted at a Board of Commissioners’ Meeting.

BUSINESS PLAN, FINANCIAL YEAR AND ANNUAL REPORT

Article 26

1. Board of Directors shall prepare and submit the annual

working plan which also contains the annual budget of

Company to Board of Commissioners to obtain the approval,

before the financial year is commenced.


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2. Business Plan as referred to in paragraph (1) shall be

submitted at the latest 7 (seven) days before the next

financial year is commenced.

3. The financial year of Company shall be effective as of the 1st

(first) of January to 31st (thirty-first) of December. On the

31st (thirty-first) of December of each year, Company’s book

shall be closed.

4. Board of Directors shall prepare the annual report and made

it available in Company’s office to be able to be examined by

the shareholders commencing from the date of summons of

annual GMS.

5. Company shall announce the balance sheet and profit and

loss statements in 1 (one) Indonesian language daily

newspaper which has a national circulation with due

observance of prevailing provisions of laws and regulations

concerning Capital Market, at the latest at the end of the

third months after the date of annual financial statement.

UTILIZATION OF PROFIT AND DISTRIBUTION OF DIVIDEND

Article 27

1. The Company’s net profit in a financial year as stated in the

balance sheet and profit and loss account approved by the


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Annual GMS and constituting a positive profit balance, shall

be distributed in the manner as determined by the GMS

2. Dividends shall only be paid in accordance with Company’s

financial capability based on the resolution taken in the

GMS, in such resolution of which the payment time and

dividend form shall be determined with due observance of

the provisions applicable in Stock Exchange in Indonesia at

which Company’s shares are listed.

Dividend for one share shall be paid to the person whose

name is registered in the Shareholders Registry on business

day which shall be determined by or based on the authority

of the GMS when the resolution for distribution of dividend

is taken.

- The day of payment shall be announced by the Board of

Directors to all shareholders;

Article 13 paragraph 1 shall be mutatis mutandis applicable

for such announcement.

3. By considering the income of Company in the relevant fiscal

year from net income as indicated in balance sheet and

profit and loss calculation having been legalized by Annual

GMS and after being deducted by Income Tax, tantieme may


105

be given to the members of Board of Directors and Board of

Commissioners of Company which amount is set out by

GMS.

4. If the profit and loss account in a financial year shows a loss

that cannot be covered by the reserve fund, the loss shall be

remain recorded and entered in the profit and loss account

and in the following financial years the Company shall not

be considered as having made profit as long as the loss

recorded and entered in the profit and loss account have not

yet been fully covered.

5. Company may distribute interim dividend based on the

meeting resolution of Board of Directors under the approval

of Board of Commissioners and such resolution shall be

reported in the subsequent Annual GMS.

UTILIZATION OF RESERVE FUND

Article 28

1. Company shall allocate a part of its net profit for reserved

fund, until the reserved fund has reached the amount of

20% (twenty percent) of the subscribed and paid-up capital

of the Company, and such reserved fund may only be used


106

to cover the loss which is unable to be covered by another

reserved fund.

2. In the event that the amount of reserved fund has exceeded

the amount of 20% (twenty percent) of the subscribed and

paid-up capital of the Company, GMS may decide so that the

surplus amount is used for Company’s necessity.

3. Reserved fund as referred in paragraph (1) which has not

been used to cover the loss and the amount of reserved fund

exceeded the amount as referred in paragraph (2) which the

use thereof is not determined by GMS, shall be managed as

considered proper by the Board of Directors, after obtaining

the approval of Board of Commissioners with due observance

of the provision of laws and regulations.

AMENDMENT TO ARTICLES OF ASSOCIATION

Article 29

With due observance of the provision in Article 21 of Company

Law, amendment to articles of association shall be determined by

GMS in accordance with laws and regulations concerning Capital

Market.

MERGER, CONSOLIDATION, ACQUISITION AND SPIN-OFF

Article 30


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Merger, Consolidation, Acquisition and Spin-Off shall be

determined by GMS in accordance with laws and regulations

concerning Capital Market and with due observance of provisions

of Company Law, this Articles of Association and other laws and

regulations.

DISSOLUTION, LIQUIDATION AND TERMINATION OF LEGAL

ENTITY STATUS

Article 31

Dissolution, Liquidation and termination of the legal entity status

of the Company shall be determined by GMS in accordance with

laws and regulations concerning Capital Market and with due

observance of provisions of Company Law, this Articles of

Association and other laws and regulations

CLOSING PROVISION

Article 32

1. Unless otherwise expressly stipulated in this Articles of

Association, Company Law and other laws and regulations

shall apply.

2. All matters that are not or have not been adequately

stipulated in this Articles of Association shall be resolved in

the GMS.


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- - Finally the appearing persons acting in their capacities as mentioned

hereinabove explained that the subscribed capital as referred to in Article

4 paragraph (2) has been subscribed by shareholders, namely:

a. limited liability company PT. PURIMAS

SASMITA, domiciled in Central Jakarta,

as many as 2,791,897,571 (two billion

seven hundred ninety one million eight

hundred ninety seven thousand five

hundred seventy one) shares with its

total nominal value in the amount of …..

(five hundred fifty eight billion three

hundred seventy nine million five

hundred fourteen thousand two hundred

Rupiah);

Rp.558,379,514,200.00

b. Public as many as 80,295,795 (eighty

million two hundred ninety five

thousand seven hundred ninety five)

shares with its total nominal value in the

amount of...............................................

(sixteen billion fifty nine million one

hundred fifty nine thousand Rupiah);

Rp. 16,059,159,000.00


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- So that the total shares thereof is as many

as 2,872,193,366 (two billion eight hundred

seventy two million one hundred ninety three

thousand three hundred sixty six) shares

with its total nominal value in the amount of

(five hundred seventy four billion four

hundred thirty eight million six hundred

seventy three thousand two hundred

Rupiah).

Rp. 574,438, 673,200.00

- - Of all the matters as described hereinabove, as the evidence thereof:

IN WITNESS WHEREOF THIS DEED

- - Was drawn up and legalized in Jakarta, on the day and date as

mentioned at the beginning of this deed, by the presence of:

1. lady Elitawati, born in Pematang Siantar, on 29th (twenty ninth) of

January 1965 (one thousand nine hundred and sixty five),

Indonesian Citizen, residing in Jakarta, Jalan Cideng Timur number

31, Central Jakarta, holder of Residential Identity Card Number

3171016901650003;

2. Mrs. Chia Nyuk Chin, born in Belinyu, on 21st (twenty first) of

October 1978 (one thousand nine hundred seventy eight),

Indonesian Citizen, residing in Tangerang, Cibodas Kecil, Rukun


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Tetangga 003, Rukun Warga 005, Cimone Village, Sub-Regency of

Karawaci, holder of Residential Identity Card Number

3671076110780003, temporarily being in Jakarta;

- both of them are Notary office employees, as the witnesses.

- - At the request of the appearing persons this deed was not read out

by me, Notary, since this deed had been read, recognized and understood

by the appearing persons and witnesses, then it was initialed on each

page and signed by the appearing persons, witnesses and me, Notary.

- - Drawn up with two alterations, due to two strikethroughs with

replacements

- - Original of this deed has been perfectly signed.

- - Given as an excerpt of the same tenor.

Jakarta, June 18, 2015

Notary in Central Jakarta City

[signature + seal + stamp duty]

(LINDA HERAWATI, SH.)

Documents

Akta Perubahan AD SMART PKR no101 18Jun15 REV (English ... · domiciled in the Central Jakarta City, having jurisdiction’s office over the ... residing in Tangerang Regency, Jalan