Article of Association

NAME AND DOMICILE

Article 1

  1. This limited liability company shall bear the name “PT. ELANG MAHKOTA TEKNOLOGI Tbk” (hereinafter sufficiently abbreviated to “Company”), having its domicile and head office in Central Jakarta.
  2. The Company may open branches or representatives office elsewhere, both within and outside territory of the Republic of Indonesia as stipulated by the Board of Directors at approval of the Board of Commissioners.

 

TERM OF INCORPORATION

Article 2

This Company shall be established for indefinite term and commenced as the corporate body on 15-03-1984 (the fifteenth day of March one thousand nine hundred eighty-four).

 

AIM AND OBJECTIVES AS WELL AS BUSINESS ACTIVITIES

Article 3

  1. The company’s aims and objectives shall be running business in.

            (a)        Service;

            (b)        Trade;

            (c)        Construction;

            (d)        Industry sectors;

  1. To attain the aims and objectives above the Company may run the following business activities:

(a)        Main business activities in Service sector, inter alia running business in technology, media and telecommunication service provision inter alia information technology and connectivity solution service including but not limited to internet service provider, broadband wireless provider, cellular service provider, content provider, telecommunication and multimedia infrastructure, after-sale service, added value service related to technology, media and telecommunication, software development service, web-page and portal preparation and development service, as well as all businesses directly or indirectly related to information technology as well as other services in technology, multimedia, telecommunication, internet, electronic transmission service, and mass media and technology consultancy service, health service consultancy service, hospital management and health care center, online sale consultancy service, digital marketing consultancy service, travel agent and tourism consultancy service, content sale and production consultancy service, property sale consultancy service as well as relevant business activities excluding service in law and taxes sectors;

(b)        Supporting business activity in Trade, Construction, Industry sectors, inter alia:

  1. Running business in trade sector in general, including export, import, local and inter-insulair trade, acting as whole-seller, retailer and distributor, inter alia trading of telecommunication and multimedia, computer devices, communication devices together with accessories, spare parts electricity equipment, prepaid and post paid telephone card;
  2. Running business in construction sector in general, including running business activity in telecommunication as well as information network provision and service, carrying out the telecommunication as well as information facilities planning, construction, procurement activities, including procurement of supporting resources, carrying out telecommunication facilities and/or infrastructure operation and maintenance, research, development business and activities;

            iii.         running business in industry sector in general, including information, telecommunication and multimedia technology industry, such as hardware industry, software industry, electricity equipment and power plant industry related to information, telecommunication and multimedia technology.

 

CAPITAL

Article 4

  1. The Company’s authorized capital shall amount to Rp. 2,513,403,600,000.00 (two trillion five hundred thirteen billion four hundred million six hundred thousand Rupiah), divided into 12,567,018,000 (twelve billion five hundred sixty seven million eighteen thousand) shares, each share has a face (par) value of Rp 200.00 (two hundred rupiah).
  2. 44.88% (forty four point eighty eight percent) or 5,640,032,442 (five billion six hundred forty million thirty two thousand four hundred forty two) shares of the authorized capital already subscribed and paid up at face (par) value of entirely Rp. 1,128,006,488,400.00 (one trillion one hundred twenty eight billion six million four hundred eighty-eight thousand four hundred Rupiah) already fully paid up by the shareholders with the breakdown as well as the face (par) value of shares mentioned at the end of deed.
  3. 100% (one hundred percent) of face (par) value of every shares already subscribed and paid up mentioned above, or totally Rp. 1,128,006,488,400.00 (one trillion one hundred twenty eight billion six million four hundred eighty-eight thousand four hundred Rupiah) already paid up, according to the deed Number: 72, dated 27-12-2011 (the twenty-seventh day of December two thousand eleven), drawn up before ANDALIA FARIDA, Sarjana Hukum, Magister Hukum, Notary Public in Jakarta, of which the notification on amendment to its articles of association has been received and recorded by the Minister of Law and Human Rights of the Republic of Indonesia by the letter dated 26-01-2012 (the twenty-sixth day of January two thousand twelve) Number: AHU-AH.01.10-02639;
  4. The payment of share can be made in terms of money or in other terms.

The payment of shares in any terms other than money whether in tangible or intangible shall fulfill the provisions as follows:

  1. a) the object that will be used as capital payment shall be announced to public upon invitation to RUPS about such payment;
  2. b) the object used as capital payment shall be appraised by the Appraisal registered with Finance Service Authority and not encumbered in any manners;
  3. c) obtain approval of RUPS with quorum as provided for in Article 14(1) of this Articles of Association.
  4. d) in case the object used as capital payment is made in terms of Company’s shares listed with the Stock Exchange, the price shall be determined based on the fair market value; and
  5. e) In case the payment is from the retained profit, the share agio, the Company’s net profit and/or the equity element, then the retained profit, share agio, Company’s net profit and or the other equity element shall have been contained in the latest Annual Financial Statement already audited by the Public Accountant office registered with the Finance Service Authority with fair opinion without exception.
  6. In RUPS resolving to approve the Public Offering, there must be resolved about the maximum number of shares to issue to community as well as confer power upon the Company’s Board of Commissioners to restate the realization of total shares already issued in the Public Offering.
  7. The shares in portfolio will be issued by the Company at approval of the General Meeting of Shareholders (hereinafter referred to as RUPS), at certain requirements and price stipulated by the Board of Directors at approval of the Board of Commissioners, by complying with the provisions in the Articles of Association and Legislations in Capital Market, as well as the regulations of Stock Exchange at place in which the company’s shares are listed.
  8. Every increase in capital by issue of Equity Stock (Equity Stock is the share, Stock that can be exchanged with the share or Stock having right to obtain Share from the Company as Issuer) shall be made with provisions as follows:
  9. a) Every increase in capital by issue of Equity Stock made by order placement, then it shall be made by issuing Pre-Emptive Right (hereinafter referred to as HMETD) to the shareholder whose name is registered with the Company’s Register of Shareholders on the date stipulated by RUPS approving the issue of Equity Stok in the quantity proportional to total shares already registered with the Company’s Register of Shareholders for and on behalf of the each shareholder on such date.
  10. b) The issue of Equity Stock without granting HMETD to the shareholders can be made in case of the issue of share:

1)         is intended to the Company’s employee;

2)         is intended to the holder of bond or other Stock convertible to share, already issued at approval of RUPS;

3)         is made for reorganization and/or restructuring already approved by RUPS; and/or

4)         is made according to the regulation in Capital Market sector allowing increase in capital without HMETD.

  1. c) HMETD shall be able to be assigned and transacted within period as stipulated in the Regulation of Finance Service Authority regarding Pre-emptive Right.
  2. d) The Equity Stock to issue by the Company and not taken by HMETD holder shall be allocated to all shareholders requesting additional Equity Stock, provided that if total Equity Stock requested exceeds total Equity Stock to issue, the Equity Stock not taken shall be allocated proportional to the number of Pre-Emptive Right exercised by each shareholder requesting for additional Equity Stock.
  3. e) In case there are still remainders of Equity Stock not taken by the shareholders as referred to in item d above, then in case there is stand-by purchaser, such Equity Stock shall be allocated to certain party acting as stand-by purchaser, at same price and conditions.
  4. f) Implementation of issue of share in portfolio for the Stock holder that can be exchanged with share or Stock having right to obtain share may be made by the Board of Directors at prior approval of the Company’s RUPS already approving the issue of Stock.
  5. g) The increase in paid up capital shall become effective after the payment, and the shares issued shall have the rights equal to those having same classification issued by the Company, without prejudice to the Company’s obligation to arrange for the notification to the Minister of Law and Human Rights.
  6. Increase in Company’s authorized capital
  7. The increase in the Company’s authorized capital can only be made based on the resolution of RUPS. The amendment to articles of association changing the authorized capital shall be approved by the Minister of Law and Human Rights of the Republic of Indonesia.
  8. The increase in authorized capital rendering the subscribed and paid up capital less than 25% (twenty five percent) of the authorized capital can be made as long as:

b.1       already obtaining approval of RUPS to increase the authorized capital;

b.2       already obtaining approval from the Minister of Law and Human Rights of the Republic of Indonesia;

b.3       increase in the subscribed and paid up capital rendering them minimum 25% (twenty five percent) of the authorized capital shall be made within not later than 6 (six) months after approval of the Minister of Law and Human Rights;

b.4       In case the increase in paid up capital as referred to in Article 4 paragraph 7.b.3 hereof is not fulfilled entirely, then the Company shall re-amend its articles of association, thereby the authorized capital and paid up capital meet the provisions in Article 33(1) and (2) of Law on Limited Liability Company (UUPT), within 2 (two) months after the period as referred to in Article 4 paragraph 7.b.3 hereof is not fulfilled;

b.5       The approval of RUPS as referred to in Article 4 paragraph 7.b.1 hereof shall also include the approval to amend the articles of association as referred to in Article 4 paragraph 7.b.4 hereof;

  1. c) The amendment to the articles of association for increase in authorized capital shall become effective after the payment of capital rendering the amount of paid up capital at least 25% (twenty five percent) of the authorized capital and shall have the rights equal to other shares issued by the Company, without prejudice to the Company’s obligation to arrange for the approval of amendment to the articles of association from the Minister for implementation of increase in paid up capital.
  2. The Company may buy back the shares already issued, by taking into account the prevailing legislations.

 

S H A R E S

Article 5

  1. All Company’s shares shall be registered shares, as registered in the Register of Shareholder.
  2. The Company shall only recognize 1 (1) individual or 1 (one) corporate body as the owner of 1 (one) share.
  3. Every 1 (one) share shall confer 1 (one) voting right;
  4. In case 1 (one) share due to any reason becomes ownership of several individuals, then the joint shareholders shall appoint one of them or other party as their joint representative/proxy and it is only party so appointed that is recorded in Register of Shareholders and shall be considered as holder of the relevant share as well as entitled to exercise the right conferred upon the shares by the law;
  5. A shareholder shall be legally subject to the Articles of Association and all resolutions validly adopted in RUPS and the prevailing legislation;
  6. All shares issued by the Company can be guaranteed by complying with the legislation on issue of share guarantee, legislation in Capital Market sector and Law on Limited Liability Company;
  7. Evidence of Shares Ownership are as follows:
  8. In case the Company’s share is not included in the Collective depository with the Settlement and Custodian Institution, the Company shall issue the share ownership evidence in terms of share certificate or collective share certificate to the shareholders.
  9. In case the Company’s share is included in the Collective depository with the Settlement and Custodian Institution, the Company shall issue the written certificate or confirmation to the Settlement and Custodian Institution as evidence of recording in the Company’s register of shareholders.
  10. For Company’s shares listed with Indonesian Stock Exchange, the legislation in Capital Market sector and regulation on Indonesian Stock Exchange at which the Company’s shares are listed shall apply.

 

SHARE CERTIFICATE

Article 6

  1. The Company may issue a collective share certificate providing the evidence of ownership of 2 (two) or more shares owned by a shareholder.
  2. A share certificate shall at least contain the following items:
  3. Name and address of shareholder;
  4. Number of share certificate;
  5. Face (par) value of share;
  6. Issue Date of share certificate;
  7. A collective share certificate shall at least contain:
  8. Name and address of shareholder;
  9. Number of collective share certificate;
  10. Number of share certificate and total shares;
  11. Face (par) value of share;
  12. Issue Date of collective share certificate;
  13. Every Share certificates and/or collective share certificates and/or converted bond and/or warrant and/or other stocks convertible to become share shall be printed and provided with serial number and issue date as well as signed by the Board of Directors together with a member of Board of Commissioners so appointed by the Meeting of Board of Commissioners and the signatories can be printed directly on the relevant share certificate and/or collective share certificates and/or converted bond and/or warrant and/or other stocks convertible to become share, by taking into account the legislation applicable in Capital Market sector.

 

DUPLICATE OF SHARE CERTIFICATE

Article 7

  1. The damaged or lost share certificate and collective share certificate;
  2. In case a share certificate is damaged, the substitution of share certificate can be made if:

1)         Party submitting application for substitution of share shall be the owner of such share; and

2)         The Company has received the damaged share certificate;

  1. The Company shall destroy the damaged share certificate after issuing the substitute of share certificate with the number same as the number of the original share certificate.
  2. If a share certificate is lost, the substitution of share certificate can be made if:
  3. Party submitting application for substitution of share shall be the owner of such share;
  4. The Company has obtained the document from the National Police of the Republic of Indonesia about the loss of such share certificate;
  5. Party submitting the application for substitution of share provides guarantee the Company’s Board of Directors considers sufficient; and
  6. The plan to issue of duplicate of lost share certificate shall be announced in the Stock Exchange in which the Company’s shares are listed within at least 14 (fourteen) days before issue of such duplicate of share certificate;
  7. All costs incurred for the issue of duplicate of share certificate shall be borne by the interested shareholder;
  8. The provisions in this paragraphs 1, 2, and 3 shall also apply to the issue of duplicate of collective share certificate or Equity Stock.

 

COLLECTIVE DEPOSITORY

Article 8

  1. Provisions on Collective Depository shall at least contain the following matters:
  2. Shares in Collective Depository with Depository and Settlement Institution recorded in Depository and Settlement Institution at the name of Depository and Settlement Institution in the interest of all account holders in the relevant Depository and Settlement Institution;
  3. Shares in Collective Depository with Custodian Bank or Stock Company recorded in Stock account with Depository and Settlement Institution at the name of Custodian Bank or the relevant Stock Company in the interest of all account holders in the relevant Custodian Bank or Stock Company;
  4. In case shares in Collective Depository with Custodian Bank constituting part of portfolio of Fund Investment Stock in form of collective investment contract and excluding in Collective Depository with Depository and Settlement Institution, the Company will record such share in the Register of Shareholders at the name of Custodian Bank in the interest of all Subscription Unit owners from Fund Investment in form of collective investment contract;
  5. The Company shall issue certificate or written confirmation to the Depository and Settlement Institution as referred to in item a above or Custodian Bank as referred to in item c above as evidence of recording in the Company’s Register of Shareholders;
  6. The Company shall mutate the Company’s share in Collective Depository registered at the name of Depository and Settlement Institution or Custodian Bank for Fund Investment in form of collective investment contract in Register of Shareholders becomes at the name of party appointed by the Depository and Settlement Institution or Custodian Bank;

The application for mutation shall be submitted by the Depository and Settlement Institution or Custodian Bank to the Company or Stock Administration Bureau appointed by the Company;

  1. The Depository and Settlement Institution, Custodian Bank or Stock Company if requested by the relevant shareholder shall issue Confirmation on Share Listing to the holder of Stock account as evidence of recording in Stock account;
  2. In Collective Depository, every share issued by the Company from same classification shall be equal and exchangeable to one and another;
  3. The Company shall deny recording of share mutation to Collective Depository if the share is lost or destroyed, except the shareholder requesting for such mutation able to provide sufficient evidence and guarantee that the relevant party is really the valid owner of the lost or destroyed share and the share was ever lost or destroyed;
  4. The Company shall deny recording of share mutation to Collective Depository if such share is guaranteed, put under sequestration based on Court’s judgment or sequestrated for criminal case examination;
  5. Stock Account holder whose shares are recorded in Collective Depository shall be entitled to cast vote in RUPS, in proportion to the number of share owned in the Stock account.
  6. The Custodian Bank and Stock Company shall submit list of holders of Stock account and number of Company’s shares owned by each account holder to Custodian Bank and Stock Company which subsequently deliver the same to the Company within not later than 1 (one) business day before notice to RUPS;
  7. The Investment Manager shall be entitled attend and cast vote in the RUPS to the Company’s share included in Collective Depository with Custodian Bank constituting portfolio of Fund Investment in form of Collective Investment Contract and excluded from Collective Depository with Depository and Settlement Institution, provided that the Custodian Bank shall submit the name of Investment Manager within not later than 1 (one) business day before RUPS.
  8. The Company shall pay dividend, bonus share or other rights in relation to share ownership in Collective Depository to Depository and Settlement Institution and then the Depository and Settlement Institution shall pay dividend, bonus share and other rights to the Custodian Bank and or Stock Company recorded as account holder with Depository and Settlement Institution for subsequently delivered to account holder with Custodian Bank and Stock Company.
  9. The Company shall pay dividend, bonus share or other rights in relation to share ownership to the Custodian Bank for share in Collective Depository with Custodian Bank constituting part of Fund Investment Stock portfolio in form of collective investment contract and excluded from Collective Depository with Depository and Settlement Institution; and
  10. The deadline of Determination Stock account holder entitled to obtain dividend, bonus share or other rights in relation to share ownership in Collective Depository shall be stipulated by RUPS provided that Custodian Bank and Stock Company shall submit the register of Stock account holders together with number of the Company’s shares owned by each Stock account holder to Depository and Settlement Institution, within not later than the date being basis of determination of shareholders entitled to obtain the shares dividend, bonus or other rights, for subsequently submit to the Company within not later than 1 (one) business day after date being basis of determination of shareholders entitled to obtain the shares dividend, bonus or other rights.
  11. The provisions on Collective Depository shall comply with the legislation in the Capital Market sector as well as provisions in the Indonesian Stock Exchange at which the Company’s shares are listed.

 

REGISTER OF SHAREHOLDERS AND SPECIAL REGISTER

Article 9

  1. The Board of Directors shall prepare, keep and maintain a Register of Shareholders and a Special Register at the Company’s domicile.
  2. The Register of Shareholders shall contain the following items:
  3. names and addresses of shareholders and/or Custodian and Settlement Institution or other party so appointed by the account holder with Custodian and Settlement Institution;
  4. amount, number and date of acquisition of share certificate or collective share certificate owned by the shareholders;
  5. amount paid in for each share;
  6. names and addresses of individuals or corporate bodies having liens on shares or as receiver of fiduciary guarantee of shares and acquisition date of such lien or registration date of fiduciary guarantee;
  7. particulars on share deposit in other terms other than money; and
  8. other particulars deemed necessary by the Board of Directors;
  9. The Special Register shall contain particulars on shareholding by members of the Board of Directors and Board of Commissioners together with their families in the Company and/or in other companies as well as the acquisition date of such shares. The Board of Directors shall keep and maintain a Register of Shareholders and a Special Register properly.
  10. The shareholder whose name is registered with the Register of Shareholders and the Special Register shall notify every change of address in writing to the Company’s Board of Directors. As long as the notification has not been made, then all letters, invitations and notifications to the Shareholders shall be valid if they are addressed to the address of the shareholder last recorded in the Register of Shareholders.
  11. The Board of Directors shall make available the Register of Shareholders and the Special Register at the Company’s office. Each shareholder or his authorized representative may request that the Register of Shareholders and the Special Register is produced to him during the company’s business hours.
  12. The Company’s legal shareholders shall be entitled to exercise all rights conferred upon a shareholder based on the prevailing legislation by taking into account the provisions herein.
  13. The registration of more than 1 (one) person for 1 (one) share or transfer of 1 (one) share to more than 1 (one) individuals shall be prohibited.

By taking into account the provisions in Article 5(4) hereof, the Company shall be entitled to treat the shareholder whose name is recorded in the Register of Shareholder as the only one valid holder of such share(s).

  1. The Company’s Board of Directors may appoint and authorize the Stock Administration Bureau to carry out the share recording in the Register of Shareholders and Special Registers.

Every registration and recording in the Register of Shareholders including the recording on a sale, transfer, putting as collateral, pledge or fiduciary guarantee, relating to the Company’s shares or rights or interests to shares shall be made according to this articles of association and legislation in Capital Market.

 

TRANSFER OF RIGHT TO SHARES

Article 10

  1. a. Unless stipulates otherwise in the legislation especially the regulation in Capital Market sector and Company’s Articles of Association, the transfer of share shall be proven by a document signed by or for and on behalf of the transferor and by or for and on behalf of the relevant transferee. The document of transfer of right to shares shall be as that determined or approved by the Board of Directors.
  2. the Transfer of right to share included in the Collective Depository shall be made by transfer from the Stock account to another Stock account with the Custodian and Settlement Institution, Custodian Bank and Stock Company.

                        The Document of transfer of right to shares shall be as form determined by and/or acceptable to the Board of Directors provided that the document of transfer of rights to shares recorded in the Stock Exchange shall fulfill the regulations prevailing in the Stock Exchange at place in which the shares are listed, without prejudice to the prevailing legislation and provisions prevailing at place in which the Company’s shares are listed.

  1. The transfer of right to shares contradictory to the provisions herein or not in accordance with the prevailing legislation or without approval of the competent party if required shall not be effective to the Company.
  2. The Board of Directors, at their own policy and by providing the reason for such matter, may deny to register a transfer of right to share with Register of Shareholders if the provisions in the Company’s Articles of Association are not fulfilled.
  3. If denying to record the transfer of right to share, the Board of Directors shall submit the notification about such denial to the party transferring his right within 30 (thirty) calendar days after the receipt date of the application, by taking into account the legislation prevailing in the Capital Market and regulation of Stock Exchange at place at which the Company’s shares are listed.
  4. In case of change of shareholding, the original owner recorded in the Register of Shareholders shall remain be considered as the shareholder until the new shareholder’s name has been recorded in the Company’s Register of Shareholders, by taking into account the provisions in the prevailing legislation and provisions in Capital Market sector as well as provisions in Stock Exchange at place at which the Company’s shares are listed.
  5. Anyone obtaining right to shares due to death of shareholder or due to other reason causing change of the ownership to share according to law, may submit the evidence of right, as required by Board of Directors, by submitting the application in writing for being registered as shareholder;

Registration can only be made if the Board of Directors accepts the evidence of right, without prejudice to provisions in Articles of Association.

  1. The form and procedure of transfer of right to shares traded in the Capital Market shall fulfill the legislation in Capital Market sector as well as provisions in Stock Exchange at place at which the Company’s shares are listed.

 

GENERAL MEETING OF SHAREHOLDERS

Article 11

  1. RUPS shall be:
  2. Annual RUPS;
  3. Other RUPS, hereinafter referred to as extraordinary RUPS, that may be held at any time according to the need.
  4. The term RUPS in this Articles of Association shall mean both i.e., annual RUPS and extraordinary RUPS, unless expressly stipulated otherwise.
  5. RUPS, in the other agenda shall not be entitled to adopt the resolution.
  6. Annual RUPS shall be held by annually.
  7. The Annual RUPS to approve the Annual Statement shall be held within not later than June after the closing of the relevant book year and in such Annual RUPS, the Board of Director shall submit:
  8. The Annual Statement as referred to in Article 21(3) hereof.
  9. Proposal on Company’s profit allocation, if the Company has positive profit balance.
  10. Proposal on appointment of Public Accountant registered in Finance Service Authority.

Besides the agenda as referred to in items a, b and c above, the Annual RUPS may discuss the other agenda as long as the agenda is allowed based on the articles of association and legislation.

  1. The approval to the Annual statement and ratification to the annual statement by the Annual RUPS shall mean granting full acquittal and discharge of responsibility to the members of the Board of Directors and Board of Commissioners on the management and supervision conducted during the previous book year, as far as such acts are reflected in the Annual statement, unless embezzlement, fraud and other crime.
  2. a. The Shareholder may propose the agenda of Meeting in writing to the Board of Directors within not later than 7 (seven) days before the notice to RUPS.
  3. The Shareholder who is able to propose the agenda of Meeting as referred to in item 1 shall be 1 (one) shareholder or more representing 1/20 (one twentieth) or more than total shares with voting right.
  4. The proposal on agenda of Meeting as referred to in item (a) shall:

(i)         be made in good faith;

(ii)        take into account the Listed Company’s interest;       

(iii)        furnish the reason and material of agenda of meeting; and

(iv)       not contradictory to the legislation;    

  1. The proposal on agenda of Meeting from the shareholder as referred to in item (a) shall constitute the agenda requiring RUPS’ resolution.

 

 

 

VENUE, ANNOUNCEMENT, NOTICE AND TIME OF GENERAL MEETING OF SHAREHOLDERS

Article 12

  1. RUPS shall be held in the territory of the Republic of Indonesia, i.e. can be held at:
  2. Company’s domicile;
  3. Company’s place of business activities;
  4. provincial capital at which the Company is located or runs its main business activity; or
  5. province at which the Stock Exchange at which the Company’s shares are listed is located.
  6. The Company shall make announcement of RUPS to the shareholder within not later than 14 (fourteen) days before the notice of RUPS, regardless the announcement date and notice date, by advertisement in at least 1 (one) Indonesian daily newspaper circulated nationally, website of Stock Exchange and the Company’s website, in Indonesian and foreign language, provided that the foreign language used shall be at least English.

The announcement of RUPS shall at least contain:    

  1. Provisions on shareholder entitled to attend in RUPS;
  2. provisions on shareholder entitled to propose the Meeting agenda;
  3. date of RUPS; and
  4. date of notice to RUPS.
  5. a. The Company shall submit the notice to the shareholder within not later than 21 (twenty one) days before RUPS, regardless the notice date and RUPS date, by advertisement in at least 1 (one) Indonesian daily newspaper circulated nationally, website of Stock Exchange and the Company’s website, in Indonesian and foreign language, provided that the foreign language used shall be at least English.
  6. Notice to RUPS as referred to in item (a) shall at least contain the information on:  

(i)         date of RUPS; 

(ii)        time of RUPS;

(iii)        venue of RUPS;          

(iv)       provisions on shareholder entitled to attend in RUPS;           

(v)        agenda of Meeting including explanation on every agenda; and         

(vi)       information stating that the material related to the Meeting agenda is available for the shareholder as of the date of notice to RUPS until date of RUPS.     

  1. The rectification to notice to RUPS shall be made in case of change of information in the notice to RUPS already made as referred to in item (a).
  2. In case the rectification to notice to RUPS as referred to in item (c) contains the information on change of RUPS date and/or addition of RUPS’ agenda items, the Company shall repeat the notice to RUPS with the procedure of notice as referred to in this Article.---
  3. The provisions on obligation to re-submit the notice to RUPS as referred to in item (d) shall not be applicable if the rectification to notice to RUPS on change of RUPS date and/or addition of RUPS’ agenda items is made not due to the Company’s error.-------------------
  4. The notice to the second RUPS shall be made within not later than 7 (seven) days before the second RUPS is held. The notice to second RUPS shall contain the statement that the first RUPS has been held and failing to meet quorum.
  5. the Second RUPS shall be held at the soonest within 10 (ten) days and within not later than 21 (twenty one) days after the first RUPS.
  6. The Notice to the third RUPS shall be at the Company’s application determined by the Finance Service Authority. The notice to the third RUPS shall contain the statement that the second RUPS has been held and failing to meet quorum.
  7. Without prejudice to the other provisions herein, the notice shall be made according to the procedure stipulated herein, unless stipulated otherwise in the Regulation of Capital Market.
  8. The announcement and notice to RUPS to resolve any conflict of interests shall be made by complying with regulation of Capital Market.
  9. a. RUPS as referred to in Article 11 hereof can be held at the request of:

                       (i)         1 (one) or more shareholders representing 1/10 (one-tenth) of total shares qualified to vote already subscribed in the Company;

                       (ii)        Board of Commissioners.

  1. The request for holding of RUPS as referred to in item (a) point (i) shall be submitted to the Board of Directors by registered mail together with the reason thereof.
  2. The Board of Directors shall announce RUPS to the shareholder within not later than 15 (fifteen) days as of the receipt date of request for holding of RUPS as referred to in item (a) point (i) by the Board of Directors.
  3. If the Board of Directors fails to make announcement of RUPS as referred to in item (c), the shareholder may re-submit the request for holding of RUPS to the Board of Commissioners.
  4. The Board of Commissioners shall make announcement of RUPS to the shareholder within not later than 15 (fifteen) days as of the receipt date of the application for holding of RUPS as referred to in item (d) by the Board of Commissioners.
  5. In case the Board of Directors or Board of Commissioners fails to make announcement RUPS within the term as referred to in items (c) and (e), the Board of Directors or the Board of Commissioners shall announce through advertisement in at least 1 (one) Indonesian daily newspaper circulated nationally, website of Stock Exchange and the Company’s website, in Indonesian and foreign language, provided that the foreign language used shall be at least English, that:

                       (i)          there is request for holding of RUPS from the shareholder as referred to in item (a) point (i); and

                       (ii)         reason of failure to hold RUPS.

  1. Announcement as referred to in item (f) shall be made within not later than 15 (fifteen) as of the receipt date of request for holding of RUPS from the shareholder as referred to in items (c) and (e).       
  2.       In case the Board of Commissioners fails to make announcement of RUPS as referred to in item (e), the shareholder as referred to in item (a) point (i) may submit the request for holding of RUPS to the chairman of district court with the operating territory covering the Company’s domicile to determine the issue of permit to hold RUPS.
  3. The shareholder as referred to in item (a) point (i) shall not transfer its shares ownership within 6 (six) months as of RUPS, it the request for holding of RUPS is fulfilled by the Board of Directors or Board of Commissioners or stipulated by the court.--------------------

 

 

 

 

CHAIRMAN AND MINUTES OF GENERAL MEETING OF SHAREHOLDERS

Article 13

  1. RUPS shall be chaired by a member of the Board of Commissioners so appointed by the Board of Commissioners.

In case all members of the Board of Commissioners are absent or unable to attend, RUPS shall be chaired by a member of Board of Directors so appointed by the Board of Directors. In case all members of the Board of Directors are absent or unable to attend due to any reason, which impediment should unnecessarily be proven to third parties, the meeting shall be chaired by a shareholder present in RUPS appointed by RUPS’s participants.

  1. In case member of Board of Commissioners so appointed has an interest conflicting with any matters that will be resolved in RUPS, RUPS shall be chaired by other member of Board of Commissioner that is without conflict of interest, appointed by the Board of Commissioners. If all members of Board of Commissioners have conflict of interest, RUPS shall be chaired by a Director so appointed by the Board of Directors.

In case one of Directors so appointed by the board of directors has conflict of interest to any matters to resolve in RUPS, then RUPS shall be chaired by the other member of Board Directors that is without conflict of interest. If all members of Board of Directors have conflict of interest, RUPS shall be chaired by one independent shareholder appointed by other shareholders present in RUPS.

  1. The Chairman of RUPS shall be entitled to request the attendees to prove their authority to attend in such RUPS.
  2. Agenda and resolution of RUPS shall be contained in a Minutes of Meeting, that for its ratification, it shall be signed by the chairman of RUPS and a shareholder or his proxy appointed by and from those present in RUPS.

The Minutes of RUPS shall serve as valid evidence to all shareholders and third parties of the resolutions and everything taken place in RUPS.

  1. No signing as referred to in paragraph 4 hereof shall be required, if the Minutes of RUPS is drawn up in form of deed of Notary Public.
  2. The Minutes made according to the provisions in paragraphs 4 and 5 hereof shall serve as valid evidence to all shareholders and third parties on the resolutions and everything taken place in RUPS.

 

 

QUORUM, VOTING RIGHT, AND RESOLUTION IN GENERAL MEETING OF SHAREHOLDERS

Article 14

  1. Unless stipulated otherwise herein, quorum of attendance and resolution of RUPS on any maters that shall be resolved in RUPS including the issue of Equity Stock shall be made by complying with the provisions:
  2. RUPS is attended or represented by more than 1/2 (a half) of the total shares qualified to vote and the resolution is valid if approved by more than 1/2 (a half) of the total shares qualified to vote attended in RUPS;
  3. In case of failure to attain the quorum as referred to in item a above, the second RUPS shall be valid and entitled to adopt binding resolutions if attended and/or represented by at least 1/3 (one-third) of total shares qualified to vote and the resolution of RUPS shall be made if approved by more than 1/2 (a half) of the total shares qualified to vote attended in RUPS, unless stipulated otherwise herein and the prevailing legislation.
  4. In case of failure to attain the quorum in the second Meeting, at the Company’s request, the quorum of attendance, total votes to adopt resolution, notification, and time of RUPS shall be stipulated by the Chairman of Finance Service Authority.
  5. RUPS for amendment to the Company’s articles of association requiring approval of the Minister shall be held with provisions as follows:
  6. RUPS is attended or represented by at least 2/3 (two-thirds) of the total shares qualified to vote and the resolution shall be valid if approved by more than 2/3 (two-thirds) of the total shares qualified to vote attended in RUPS;
  7. In case of failure to attain the quorum as referred to in item a above, the second RUPS may adopt valid resolutions if attended by the shareholders representing at least 3/5 (three-fifths) of total shares qualified to vote and the resolution shall valid if approved by more than 1/2 (a half) of the total shares qualified to vote attended in RUPS;
  8. In case of failure to attain the quorum in the second Meeting, at the Company’s request, the quorum of attendance, total votes to adopt resolution, notification, and time of RUPS shall be stipulated by the Finance Service Authority.

Amendment to Articles of Association shall be made by the deed of Notary Public and in Indonesian.

  1. RUPS to transfer the Company’s assets or put as collateral the Company’s assets constituting more than 50% (fifty percent) of entire Company’s net assets whether one or several independent or inter-correlated transactions or unnecessarily obtain approval from RUPS with the provisions as follows:
  2. RUPS is attended or represented by shareholders representing at least 3/4 (three-fourths) of the total shares qualified to vote and the resolution is valid if approved by more than ¾ (three-fourths) of the total shares qualified to vote attended in RUPS;
  3. In case of failure to attain the quorum as referred to in item a above, the second RUPS may adopt the valid resolutions if attended by at least 2/3 (two-thirds) of total shares qualified to vote and the resolution is valid if approved by more than 3/4 (three-fourths) of the total shares qualified to vote attended in RUPS; and
  4. In case of failure to attain the quorum in the second Meeting above, at the Company’s request, the quorum of attendance, total votes to adopt resolution, notification, and time of RUPS shall be stipulated by the Finance Service Authority at the Company’s request.
  5. RUPS to approve the transaction having conflict of interest shall be made with provisions as follows:
  6. The shareholders having conflict of interest are considered already giving decision same as that approved by the independent shareholders that are without conflict of interest.
  7. RUPS attended by the independent shareholders representing more than ½ (a half) of the total shares qualified to vote owned by the independent shareholders and the resolution is valid if approved by more than ½ (a half) of the total shares qualified to vote owned by the independent shareholders;
  8. In case of failure to attain the quorum as referred to in item b above, then the resolution of second RUPS shall be valid if attended by the independent shareholders representing more than 1/2 (a half) of total shares qualified to vote owned by the independent shareholders and approved by more than ½ (a half) of the total shares qualified to vote owned by the independent shareholders attended in RUPS; and
  9. In case of failure to attain the quorum in the second RUPS is not attained, at the Company’s request, the quorum of attendance, total votes to adopt resolution, notification, and time of RUPS shall be stipulated by the Finance Service Authority. The resolution of the third RUPS shall be valid if approved by the Independent Shareholder representing more than 50% (fifty percent) of shares owned by the Independent Shareholder present;
  10. Those entitled to attend in RUPS shall be shareholders whose names are listed in the Company’s Register of Shareholders, 1 (one) business day before the date of notice to RUPS by taking into account the prevailing legislation and provisions on Stock Exchange, at place in which the Company’s shares are listed.
  11. A shareholder can be represented by another shareholder or third party by virtue of a power of attorney, by taking into account the prevailing legislation.
  12. In RUPS, each share shall confer right upon its holder to cast 1 (one) vote.
  13. The shareholders qualified to vote present in RUPS but not cast vote (abstain) shall be considered cast the vote same as the vote of majority of shareholders casting votes.
  14. In the voting, the members of the Board of Directors, the members of Board of Commissioners and the Company’s employees shall be allowed to act as proxies of the shareholders.
  15. Voting shall be made verbally, unless the chairman of RUPS decides otherwise.
  16. All resolutions shall be adopted amicably and by fulfilling the provisions herein.
  17. The shareholders may also adopt valid circular resolution, provided that all shareholders have been informed in writing and all shareholders approve the proposal submitted in writing as well as sign the same.

The resolutions adopted in such manner shall have equal force of law to those validly adopted in RUPS.

BOARD OF DIRECTORS

Article 15

  1. The Company shall be managed and chaired by a Board of Directors.
  2. The Board of Directors shall consist at least 3 (three) Directors, consisting of:

- 1 (one) President Director;

- 1 (one) Vice President Director; and

- 1 (one) Directors or more, by taking into account the regulation prevailing in Capital Market sector.

  1. Those are eligible to be appointed as member of Board of Directors shall be individual capable of taking legal act, except within 5 (five) years before his appointment they ever:
  2. Be declared bankrupt.
  3. Become member of Board of Directors or member of Board of Commissioners declared guilty rendering a Company is declared bankrupt; or
  4. Be sentenced due to crime rendering loss to the state’s finance and/or those relating to the financial sector.
  5. The requirements of members of Board of Directors shall comply with the provisions in:
  6. Law on Limited Liability Company;
  7. legislation in Capital Market sector; and
  8. legislation related to the Company’s business activity;
  9. The fulfillment of requirement as referred to in herein shall be proven by the letter kept by the Company.
  10. The appointment of the member of the Board of Directors failing to fulfill the requirement as referred to in paragraph 3 hereof shall be null and void as of the other member of Board of Directors or Commissioners identified the failure to fulfill requirement. Within not later than 7 (seven) Calendar days as of identifying the failure, the other member of Board of Directors or Board of Commissioners shall announce the cancellation of appointment of the relevant member of Board of Directors in at least 1 (one) Newspaper and notify the same to the Minister for recording in the Company’s register.
  11. The members of Board of Commissioners shall be appointed and dismissed by RUPS, the appointment shall be effective as of the stipulation date by RUPS appointing them and expire on the closing of the 5th (fifth) Annual RUPS after their appointment date;

unless stipulated otherwise in RUPS.

  1. A Member of Board of Directors whose service term expires can be re-appointed according to the resolution of RUPS.
  2. a. RUPS may dismiss the members of Board of Directors at any time by mentioning the reasons thereof.
  3. The reason of dismissal of the member of Board of Directors as referred to herein shall be made if the relevant member of the Board of Directors fails to fulfill the requirements as the member of Board of Directors inter alia committing any acts harming the Company or due to other reasons considered appropriate by RUPS.
  4. The resolution on dismissal of member of the Board of Directors shall be adopted after the relevant party is provided with opportunity for advocacy in RUPS.
  5. the provision of opportunity for advocacy is not required if the relevant party has no objection to such dismissal.
  6. The dismissal of member of Board of Directors shall apply as of the closing of RUPS as referred to in item a hereof or other date stipulated by resolution of RUPS.
  7. a. A member of the Board of Directors shall be entitled to resign from his/her position by written notification to the Company.
  8. The Company shall hold RUPS to resolve the application for resignation of the member of the Board of Directors within not later than 90 (ninety) days after receipt of the resignation letter.
  9. Before effectiveness date of resignation, the relevant member of Board of Directors shall remain settle his task and responsibility according to the Articles of Association and prevailing legislation.
  10. The member of the Board of Directors resigning as referred to above may remain be asked for his/her responsibility as the member of the Board of Directors as of the appointment of the relevant party until the approval date of his/her resignation in RUPS.
  11. The discharge of responsibility of the member of the Board of Directors resigning shall be issued after the Annual RUPS discharges him/her.
  12. In case the member of the Board of Directors resigns thereby causing the number of members of the Board of Directors less than 2 (two) persons, then such resignation shall be valid if already stipulated by RUPS and new members of the Board of Directors have been appointed thereby fulfilling requirement on minimum number of the Board of Directors.
  13. a. The member of the Board of Directors may be suspended by the Board of Commissioners by mentioning the reasons thereof.
  14. The suspension as referred to in item a shall be notified in writing to the relevant member of Board of Directors.
  15. The member of Board of Directors suspended shall not be authorized to perform the tasks as referred to herein.
  16. Within not later than 90 (ninety) days as of the suspension, RUPS shall be held.
  17. In RUPS as referred to in item d hereof, the relevant member of Board of Directors shall be provided with opportunity to make advocacy in the Meeting if the relevant member presents in the Meeting.
  18. RUPS shall revoke or affirm the decision on suspension.
  19. In case RUPS affirm the resolution on suspension, the relevant member of Board of Directors shall be dismissed for future term.
  20. If the member of Board of Directors suspended fails to attend in the Meeting, the member of Board of Directors suspended shall be considered not using his/her right for advocacy in the Meeting, therefore the member of Board of Directors suspended accepts the resolution of RUPS.
  21. In case of failure to hold RUPS within the period of 90 (ninety) days after such suspension as referred to in item d hereof, or RUPS fails to adopt the resolution, the suspension shall become null and void.
  22. RUPS may:

- appoint the other person to fill the position of a member of Board of Directors suspended; or

- appoint the other person to fill the position of a member of Board of Directors resigns; or

- appoint anyone as a member of Board of Directors to fill a vacancy; or

- add the number of new member of Board of Directors.

The service term of someone appointed to substitute the dismissed or resigned member of Board of Directors or to fulfill such vacancy shall be the remainder of service term of the incumbent member of Board of Directors and the service term of increase in number of new member of Board of Directors shall be the remainder of service term of the incumbent member of Board of Directors, unless stipulated otherwise by RUPS.

  1. The service term of member of the Board of Commissioners shall automatically be expired, if the relevant party is:
  2. Declared bankrupt or put under custody based on the Court’s judgment; or
  3. no longer meets the requirements as member of Board of Directors based on the legislation;
  4. passes away;
  5. dismissed due to RUPS’s resolution.
  6. Salary, service fee and other allowances of the members of the Board of Directors (if any) shall be determined by RUPS and such authority can be delegated by RUPS to the Board of Commissioners.
  7. In case due to a reason the position of a member of the Board of Directors is vacant thereby the number of members of Board of Directors is less than 3 (three) persons as referred to in paragraph 2 hereof, then within not later than 60 (sixty) calendar days after such vacancy, a RUPS shall be held to fill such vacancy, by taking into account the legislation prevailing in Capital Market sector.
  8. If the position of the President Director is vacant and as long as the substitute is not yet appointed or not yet perform his tasks, then the Vice President Director will perform the obligation of the President Director and has authority as well as responsibility same as the President Director. In case all positions of members of the Board of Directors are vacant, then the provisions in Article 19(4) of the Company’s articles of association shall prevail.

 

DUTIES AND AUTHORITIES OF BOARD OF DIRECTORS

Article 16

  1. The Board of Directors shall be fully responsible for performing his tasks in the interest of the Company in achieving its aim and objective.
  2. Every member of the Board of Directors shall in good faith and a full sense of responsibility perform his/her duties by complying with the prevailing legislations and the Company’s Articles of Association.
  3. The Board of Directors shall represent the Company validly and directly within and outside the Court regarding all matters and in all events, bind the company to other parties and vice versa, and take all acts, relating to management or ownership, but with the limitation to:
  4. Legal act to transfer/release the immovable goods at amount exceeding the limit that from time to time determined by the Meeting of Board of Commissioners and/or put as debt collateral the Company’s asset not complying with the provisions in Article 14(3).
  5. to receive the loan from anyone at amount exceeding the limit that from time to time determined by the Meeting of Board of Commissioners.
  6. To bind the company as guarantor.

The Board of Directors shall obtain approval of the Board of Commissioners, without prejudice to the provisions in paragraph 4 hereinbelow and the prevailing legislation.

  1. The legal act to transfer, release right or put as debt collateral entire or most part, i.e. at amount more than 50% (fifty percent) of total Company’s net assets in 1 (one) or more transactions, whether independent or interrelated transactions, the transaction is transaction of transfer of Company’s net assets occurring in 1 (one) fiscal year or more as provided for in the Company’s articles of association, shall obtain the approval from RUPS, under the terms and conditions as referred to in Article 14(4) hereof.
  2. The legal act to carry out the Material Transaction and Transaction Containing Certain Conflict of Interest as referred to in the legislation in Capital Market sector shall obtain approval of the Company’s RUPS as provided for in the legislations prevailing in the Capital Market sector.
  3. a. President Director shall be entitled and authorized to act for and on behalf of and represent the Company.
  4. In case the President Director is absent or unable to attend for any reason, which impediment should unnecessarily be proven to any third parties, then 2 (two) members of the Board of Directors shall be entitled and authorized to act for and on behalf of the Board of Directors as well as representing the Company.
  5. Jobs description of each member of the Board of Directors shall be specified by RUPS, otherwise, the job description of every member of Board of Directors shall be specified based on the resolution of Meeting of the Board of Directors.
  6. In case the Company has an interest conflicting with the personal interest of a member of the Board of Directors, the Company will be represented by another member of Board of Directors and in case the Company has an interest conflicting with the interest of all members of the Board of Directors, then in this case the Company shall be represented by the Board of Commissioners, by taking into account the prevailing legislation.

 

MEETING OF BOARD OF DIRECTORS

Article 17

  1. A Meeting of Board of Directors can be held at any time if deemed necessary at the request of the President Director or one or more members of Board of Directors or at the request of Meeting of Board of Commissioners or at written request of 1 (one) shareholder or more (jointly) having at least 1/10 (one-tenth) of total shares already with valid right to vote, issued by the Company.

The Board of Directors shall also hold the Meeting of Board of Directors together with the Board of Commissioners periodically at least once in 4 (four) months.

  1. The Notice to a Meeting of Board of Directors shall be served by the member of the Board of Directors entitled to represent the Board of Directors according to the provisions in Article 16(6) hereof.
  2. The notice to a Meeting of Board of Directors shall be served by any facilities in written form to every member of Board of Directors within not later than 3 (three) calendar days before the Meeting date, regardless the date of notice and meeting.
  3. The Notice shall contain the agenda, date, time and venue of the Meeting.
  4. A Meeting of Board of Directors shall be held at the Company’s domicile or place of main business activities or domicile of Stock Exchange at place in which the Company’s shares are listed elsewhere in the Indonesian Territory.

If all members of the Board of Directors are present or represented, no prior notice shall be required and the Meeting of Board of Directors can be held anywhere in the Indonesian territory and shall be entitled to adopt valid and binding resolutions.

  1. A Meeting of Board of Directors shall be chaired by President Director. In case the President Director is absent or unable to attend for any reason, which impediment should unnecessarily be proven to any third parties, the Meeting of Board of Directors shall be chaired by the Vice President Director. In case the Vice President Director is absent or unable to attend for any reason, which impediment should unnecessarily be proven to any third parties, the Meeting of Board of Directors shall be chaired by another member of the Board of Directors elected by and between the members of Board of Directors present in the relevant Meeting.
  2. A member of the Board of Directors can be represented in a Meeting of Board of Directors only by another member of the Board of Directors by virtue of a power of attorney.
  3. A Meeting of Board of Directors will be valid and entitled to adopt binding resolutions if more than 1/2 (a half) of total members of the Board of Directors are present or represented in the meeting.
  4. The resolution of a Meeting of Board of Directors shall be adopted by amicable resolution.

In case of failure to attain amicable resolution, then it shall be adopted by voting by affirmative votes of more than 1/2 (a half) of total members of Board of Directors present or represented.

  1. In case of tie vote, the proposal shall be considered denied.
  2. a Each member of the Board of Directors present shall be entitled to cast 1 (one) vote and 1 (one) additional vote for each other member of the Board of Directors he/she represented.
  3. Every member of the Board of Directors who individually in any manner, directly or indirectly has interest in a transaction, contract or contract proposed, in which the Company is a party shall state the nature of interest in a Meeting of Board of Directors and shall not be entitled to take part in voting on any matters relating to such transaction or contract, unless stipulated otherwise in the Meeting of Board of Directors.
  4. Minutes of the Board of Directors’ Meeting shall be made by anyone present in the meeting appointed by the Chairman of meeting and then shall be signed by all members of Board of Directors present and/or represented in the relevant Meeting.
  5. The Minutes of the Board of Directors’ Meeting made according to the provisions in paragraph 12 hereof shall serve as valid evidence on the resolutions and everything taken place in the relevant Meeting of Board of Directors, to all shareholders and third parties.
  6. The Board of Directors may also adopt valid circular resolution, provided that all members of the Board of Directors have been informed in writing and more than ½ (a half) of total members of Board of Directors approve the proposal submitted in writing as well as sign the same. The resolutions adopted in such manner shall have equal force of law to those validly adopted in a Meeting of Board of Directors.

 

BOARD OF COMMISSIONERS

Article 20

  1. The Board of Commissioners shall consist of at least 2 (two) members of Board of Commissioners, consisting of:

- 1 (one) President Commissioner;

            - 1 (one) member of Board of Commissioners or more;

by taking into account the regulation prevailing in Capital Market sector.

  1. Every member of Board of Commissioners may not act individually but based on the resolution of Board of Commissioners or based on the appointment of Board of Commissioners.
  2. Those are eligible to be appointed as member of Board of Commissioners shall be individual capable of taking legal act, except within 5 (five) years before his appointment they ever:
  3. Be declared bankrupt.
  4. Become member of Board of Commissioners or member of Board of Commissioners declared guilty rendering a Company is declared bankrupt; or
  5. Be sentenced due to crime rendering loss to the state’s finance and/or those relating to the financial sector.
  6. The requirements of members of Board of Commissioners shall comply with the provisions in:
  7. Law on Limited Liability Company;
  8. legislation in Capital Market sector; and
  9. legislation related to the Company’s business activity;
  10. The fulfillment of requirement as referred to in herein shall be proven by the letter kept by the Company.
  11. The appointment of the member of the Board of Commissioners failing to fulfill the requirement as referred to in paragraph 3 hereof shall be null and void as of the other member of Board of Commissioners or Directors identified the failure to fulfill requirement. Within not later than 7 (seven) Calendar days as of identifying the failure, the other member of Board of Commissioners or Board of Commissioners shall announce the cancellation of appointment of the relevant member of Board of Commissioners in at least 1 (one) Newspaper and notify the same to the Minister for recording in the Company’s register.
  12. The members of Board of Commissioners shall be appointed and dismissed by RUPS, the appointment shall be effective as of the stipulation date by RUPS appointing him(them) and expire on the closing of 5th Annual RUPS after his(their) appointment date, unless stipulated otherwise in RUPS.
  13. A Member of Board of Commissioners whose service term expires can be re-appointed according to the resolution of RUPS.
  14. a. RUPS may dismiss the members of Board of Commissioners at any time by mentioning the reasons thereof.
  15. The reason of dismissal of the member of Board of Commissioners as referred to herein shall be made if the relevant member of the Board of Commissioners fails to fulfill the requirements as the member of Board of Commissioners inter alia committing any acts harming the Company or due to other reasons considered appropriate by RUPS.
  16. The resolution on dismissal of member of the Board of Commissioners shall be adopted after the relevant party is provided with opportunity for advocacy in RUPS.
  17. the provision of opportunity for advocacy is not required if the relevant party has no objection to such dismissal.
  18. The dismissal of member of Board of Commissioners shall apply as of the closing of RUPS as referred to in item a hereof or other date stipulated by resolution of RUPS.
  19. a. A member of the Board of Commissioners shall be entitled to resign from his/her position by written notification to the Company.
  20. The Company shall hold RUPS to resolve the application for resignation of the member of the Board of Commissioners within not later than 90 (ninety) days after receipt of the resignation letter.
  21. Before effectiveness date of resignation, the relevant member of Board of Commissioners shall remain settle his task and responsibility according to the Articles of Association and prevailing legislation.
  22. The member of the Board of Commissioners resigning as referred to above may remain be asked for his/her responsibility as the member of the Board of Commissioners as of the appointment of the relevant party until the approval date of his/her resignation in RUPS.
  23. The discharge of responsibility of the member of the Board of Commissioners resigning shall be issued after the Annual RUPS discharges him/her.
  24. In case the member of the Board of Commissioners resigns thereby causing the number of members of the Board of Commissioners less than 2 (two) persons, then such resignation shall be valid if already stipulated by RUPS and new members of the Board of Commissioners have been appointed thereby fulfilling requirement on minimum number of the Board of Commissioners.
  25. The service term of member of the Board of Commissioners shall automatically be expired, if the relevant party is:
  26. Declared bankrupt or put under custody based on the Court’s judgment; or
  27. no longer meets the requirements as member of Board of Commissioners based on the legislation; or
  28. passes away;
  29. dismissed due to RUPS’s resolution.
  30. Salary, service fee and other allowances of the members of the Board of Commissioners shall be determined by RUPS.
  31. In case due to a reason the position of a member of the Board of Commissioners is vacant thereby the number of members of Board of Commissioners is less than 2 (two) persons as referred to in paragraph 1 hereof, then within not later than 60 (sixty) days after such vacancy, a RUPS shall be held to fill such vacancy, by taking into account the legislation prevailing in Capital Market sector.
  32. If the position of the President Commissioner is vacant and as long as the substitute is not yet appointed or not yet perform his tasks, then one of Commissioners appointed by the meeting of Board of Commissioners will perform the obligation of the President Commissioner and has authority as well as responsibility same as the President Commissioner.

 

DUTIES AND AUTHORITIES OF BOARD OF COMMISSIONERS

Article 19

  1. The Board of Commissioners shall conduct supervision of the management policy, running of management in general, whether about the Company or Company’s business and provide advice to the Board of Directors.
  2. The Board of Commissioners shall at any time during the Company’s business hours be entitled to enter the building and premises or other places used or occupied by the Company and shall be entitled to inspect all accountings, letters and other documents, goods inventory, check and verify the cash condition and other documents as well as be entitled to know all acts already taken by the Board of Directors.
  3. The Board of Directors and every member of Board of Directors shall provide all information inquired by the Board of Commissioners.
  4. If all members of the Board of Directors are suspended and the Company does not have even one member of the Board of Directors, then the Commissioners shall temporarily manage the Company. In such case the Board of Commissioners shall be entitled to delegate authority temporarily to one or more members of Board of Commissioners at their joint account.
  5. In case there is only one Commissioner, all tasks and responsibilities conferred upon President Commissioner or Member of Board of Commissioners shall also apply to him.
  6. Based on a resolution of the Meeting of Board of Commissioners, the Board of Commissioners shall at any time be entitled to suspend one or more members of the Board of Directors if such member(s) of the Board of Directors act(s) contradictory to the Articles of Association and/or prevailing legislation, the suspension shall mention the reasons thereof.
  7. The suspension shall be made by taking into account the provisions in Article 15(11) hereof.

 

 

 

MEETING OF BOARD OF COMMISSIONERS

Article 20

  1. A Meeting of Board of Commissioners can be held at least by bi-monthly or at the request of the Board of Directors or at the request of 1 (one) shareholder or more (jointly) having at least 1/10 (one-tenth) of total shares already with valid right to vote, issued by the Company.

The Board of Commissioners shall also hold the Meeting together with the Board of Directors periodically at least once in 4 (four) months.

  1. The Notice to a Meeting of Board of Commissioners shall be served by the President Commissioner, in case he is absent for any reason, which impediment should unnecessarily be proven to other party, the notice to Meeting of the Board of Commissioners shall be made by 1 (one) member of Board of Commissioners appointed by the President Commissioner entitled and authorized to make Notice to Meeting of Board of Commissioners.
  2. The notice to a Meeting of Board of Commissioners shall be served by any facilities in written form. The Notice to a Meeting of Board of Directors shall be served to the members of Board of Commissioners within not later than 3 (three) calendar days before the Meeting date or within shorten time in urgent condition i.e. within not less than 1 (one) day before the meeting, regardless the date of notice and meeting. Urgent condition shall be stipulated by the President Commissioner.

If all members of the Board of Commissioners are present or represented in the Meeting of Board of Commissioners, no prior notice shall be required.

  1. The Notice to the meeting shall contain the agenda, date, time and venue of the Meeting.
  2. A Meeting of Board of Commissioners shall be held at the Company’s domicile or place of main business activities or domicile of Stock Exchange at place in which the Company’s shares are listed elsewhere in the Indonesian Territory.

If all members of the Board of Commissioners are present or represented, no prior notice shall be required and the Meeting of Board of Commissioners can be held anywhere in the Indonesian territory and shall be entitled to adopt valid and binding resolutions.-

  1. A Meeting of Board of Commissioners shall be chaired by President Commissioner. In case the President Commissioner is absent or unable to attend for any reason, which impediment should unnecessarily be proven to any third parties, the Meeting of Board of Commissioners shall be chaired by another member of the Board of Commissioners appointed by and between the members of Board of Commissioners present in the relevant Meeting.
  2. A member of the Board of Commissioners can be represented in a Meeting of Board of Commissioners only by another member of the Board of Commissioners by virtue of a power of attorney.
  3. A Meeting of Board of Commissioners will be valid and entitled to adopt binding resolutions if more than 1/2 (a half) of total members of the Board of Commissioners are present or represented in the meeting.
  4. The resolution of a Meeting of Board of Commissioners shall be adopted by amicable resolution.

In case of failure to attain amicable resolution, then it shall be adopted by voting by affirmative votes of more than 1/2 (a half) of total members of Board of Commissioners present or represented.

  1. In case of tie vote, the proposal shall be considered denied.
  2. a Each member of the Board of Commissioners present shall be entitled to cast 1 (one) vote and 1 (one) additional vote for each other member of the Board of Commissioners he/she represented.
  3. Every member of the Board of Commissioners who individually in any manner, directly or indirectly has interest in a transaction, contract or contract proposed, in which the Company is a party shall state the nature of interest in a Meeting of Board of Commissioners and shall not be entitled to take part in voting on any matters relating to such transaction or contract, unless stipulated otherwise in the Meeting of Board of Commissioners.
  4. Voting on a person shall be made by sealed and unsigned ballots, while on other matters verbally, unless the Chairman of the Meeting decides otherwise without any objection based on the majority vote present.
  5. Minutes of the Board of Commissioners’ Meeting shall be made by anyone present in the meeting appointed by the Chairman of meeting and then shall be signed by all member of Board of Commissioners present in the relevant Meeting.
  6. The Minutes of the Board of Commissioners’ Meeting made according to the provisions in paragraph 12 hereof shall serve as valid evidence on the resolutions and everything taken place in the relevant Meeting of Board of Commissioners, to all shareholders and third parties.
  7. The Board of Commissioners may also adopt valid circular resolution, provided that all members of the Board of Commissioners have been informed in writing as to proposal and all members of the Board of Commissioners approve the proposal submitted in writing as well as sign the same.

The resolutions adopted in such manner shall have equal force of law to those validly adopted in a Meeting of Board of Commissioners.

 

ACTION PLAN, FISCAL YEAR AND ANNUAL STATEMENT

Article 21

  1. The Board of Directors shall make and implement the annual action plan.
  2. The Board of Directors shall submit the annual action plan to the Board of Commissioners for approval.
  3. The approval to annual statement, including ratification of annual financial statement as well as report on supervisory tasks of the Board of Commissioners, and resolution on profit allocation shall be stipulated by RUPS.
  4. Action plan as referred to in paragraph (1) shall be submitted before the commencement of the subsequent fiscal year.
  5. The Company’s fiscal year shall run from the 1st (first) day of January through the 31st (thirty-first) day of December.

At the end of December each year, the Company’s book shall be closed.

  1. The Board of Directors shall submit the Company’s financial statement to the Public Accountant appointed by RUPS for audit and the Board of Directors shall prepare the annual statement by taking into account the prevailing legislation and make available the same at the Company’s office for examination by the shareholders as of the notice date to the Annual RUPS.
  2. Within not later than 4 (four) months after the closing of the Company’s fiscal year, the Board of Directors shall prepare the annual statement according to the prevailing legislation.
  3. The annual statement shall be signed by all members of Board of Directors and Board of Commissioners. In case there is member of Board of Directors and/or Board of Commissioners not signing the Annual Statement and providing the reasons thereof, the relevant party shall be considered already agree with the content of Annual Statement.
  4. The Company shall announce the Balance Sheet and Profit/Loss Statement in the Indonesian daily newspaper and circulated nationally according to the procedure as provided for in the Regulation of Finance Service Authority.

 

NET INCOME APPLICATION AND DIVIDEND DISTRIBUTION

Article 22

  1. The Company’s net profit within one book year as stated in the balance sheet and the profit/loss statement ratified by the Annual RUPS and constituting the positive profit shall be divided based on the method of its application stipulated by such RUPS.
  2. The Dividend can only be paid according to the Company’s financial condition based on the resolution adopted in RUPS, which resolution shall also determine the payment time and form of dividend.

The dividend for one share shall be paid to the person contained in the share registered in the Register of Shareholders by taking into account Article 9 hereof; that will be determined by or at the authority of RUPS, in which the resolution for Dividend distribution is adopted, all of the foregoing without prejudice to the provisions of the regulation of Stock Exchange at place in which the shares are listed.

  1. In case Annual RUPS does not specify its allocation, the net profit after less the reserve as required by law and the Articles of Association shall be distributed as dividend.
  2. If the profit/loss statement in a fiscal year shows a loss that cannot be covered by the reserve fund, then such loss shall remain be recorded and posted in the profit/loss statement and in the next fiscal year the Company shall be considered obtaining no profit as far as the loss recorded and posted in the profit/loss statement has not been fully covered, without prejudice to the provisions in the prevailing legislation.
  3. The dividend not taken within a period of 5 (five) years after they are ready for payment shall be posted to the reserve fund specially allocated for such purpose. The dividend in such special reserve fund as mentioned above and not taken within 10 (ten) years shall become the company’s property.
  4. Regarding the shares listed in the Stock Exchange, the regulations on Stock Exchange at place at which the Company’s shares are listed shall prevail.
  5. The Company may distribute the interim dividend before the expiry of the Company’s fiscal year if requested by the Shareholder representing at least 1/10 (one tenth) part of shares already issued, by taking into account the projected profit gained and Company’s financial capability.
  6. The distribution of interim dividend shall be stipulated based on resolution of the Board of Directors after obtaining approval of the Board of Commissioners, by taking into account paragraph 6 hereof.
  7. In case after expiry of fiscal year in fact the Company suffer from loss, the Shareholders shall return the interim dividend already distributed to the Company.
  8. The Board of Directors and Board of Commissioners shall jointly be responsible for the Company’s loss, in case the Shareholder is unable to return the interim dividend as referred to in paragraph 9 hereof.

 

USE OF RESERVE FUND

Article 23

  1. The Company shall appropriate certain amount of the net profit of every fiscal year for reserve, determined by RUPS by complying with the prevailing legislation.
  2. The obligation to make appropriation for such reserve shall be effective if the Company has positive profit.
  3. The appropriation of net profit for reserve fund shall be made until reaching at least 20% (twenty percent) of the subscribed and paid up capital.
  4. The reserve not yet attained the amount as referred to in paragraph 3 hereof shall only be allocated to cover the loss not covered by other reserve.
  5. If the amount of the reserve fund has exceeded 20% (twenty percent) of the subscribed capital, RUPS may resolve that the excess amount is allocated for the Company’s need.

 

 

 

 

AMENDMENT TO ARTICLES OF ASSOCIATION

Article 24

  1. The amendment to Articles of Association shall be by taking into account the Law on Limited Liability Company and/or regulation of Capital Market.
  2. The amendment to the Articles of Association shall be stipulated by RUPS by taking into account the provisions as referred to herein.
  3. The amendment to the provisions of the Articles of Association relating to change of Company’s name and/or domicile; aims and objectives as well as business activities; period of the Company’s establishment, the amount of authorized capital, reduction of the subscribed and paid up capital and/or change of Company’s status from non-listed to listed Company or vice versa shall obtain approval of Minister of the Republic of Indonesia as referred to in the prevailing legislation.
  4. Amendment to Articles of Association other than those as mentioned in paragraph 3 hereof shall sufficiently be reported to Minister by taking into account the provisions in the Law on Limited Liability Company.
  5. The provisions on capital reduction by taking into account the prevailing legislation, especially regulation of Capital Market.

 

AMALGAMATION, MERGER, TAKING OVER AND SEPARATION

Article 25

  1. Amalgamation, Merger, Taking over and Separation shall be stipulated by RUPS with provisions as referred to in Article 14(3) hereof.
  2. Further provisions on Amalgamation, Merger, Taking over and Separation as referred to in the prevailing legislation especially legislation in Capital Market sector.

 

DISSOLUTION, LIQUIDATION AND EXPIRY OF COMPANY’S CORPORATE BODY STATUS

Article 26

  1. The Company’s dissolution may be made based on the resolution of RUPS with provisions as referred to in Article 14(3) hereof.
  2. Further provisions on Dissolution, Liquidation And Expiry Of Company’s Corporate Body Status shall be as referred to in the prevailing legislation especially legislation in Capital Market sector.

 

DOMICILE

Article 27

For any matters relating to the Company, the shareholders shall be considered having domicile at the addresses as recorded in the Register of Shareholders by taking into account the prevailing legislations and provision in Capital Market as well as provision in Stock Exchange with which the Company’s shares are listed.

 

CLOSING

Article 28

-Any matter not or not yet sufficiently set forth herein shall be resolved by RUPS.