article of association pt matahari department store tbk of associations.pdfpt matahari department...

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Article of Association

PT MATAHARI DEPARTMENT STORE Tbk

NAME AND DOMICILE

Article 1

1. This Limited Liability Company named PT MATAHARI

DEPARTMENT STORE Tbk (hereinafter as referred to as

Company), domiciles in South Jakarta.

2. The Company may open branches or representative offices,

inside or outside the territory of the Republic of

Indonesia as set out by the Board of Directors, with

approval from the Board of Commissioners.

DURATION AND ESTABLISHMENT OF COMPANY

Article 2

The Company shall be established for indefinite period

commencing on the date of 18-11-1982 (the eighteenth day of

November one thousand nine hundred and eighty two).

PURPOSE, OBJECTIVE, AND BUSINESS ACTIVITIES

ARTICLE 3

1. The purpose and objective of the Company is to run

business in field of:

a. retail trading,

b. convection,

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c. general trading,

d. distribution,

e. representative, and

f. running business activities related to and required

to perform a business and service development effort,

included generally management consultant service as

well as arrangement/management of company, either run

solely or through subsidiary.

2. To achieve the purpose and objective mentioned above,

the Company may run the following business activities:

- Main Business Activity:

a. Running ready-made clothes clothes and other

goods trades with modern retail format

included department store, hypermarket,

supermarket, minimarket, franchise, and

business of the same type;

b. Renting the rooms in store;

c. Performing import, export, local and inter-

island (inter-insuler) trades, either for

individual calculation or by commission for

other party’s calculation, therefore also

business activities as agent and

representative of other business entities

either inside or outside the country,

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purveyor, supplier, wholesaler and

distributor, of any kind of commercial goods.

- Supporting Business Activity:

a. Conducting business activity related to and

required to conduct a business (business

development) except service in the field of

law and taxation;

b. Performing garment industry business and

ready-made clothes (convection) and the

relevant business activity.

CAPITAL

Article 4

1. The Authorized Capital of the Company shall be IDR

486,114,048,000.- (four hundred and eighty six billion

one hundred and fourteen million and forty eight

thousand Rupiahs), divided for:

a. A Series Share shall be 6.168.960 (six million one

hundred and sixty eight thousand nine hundred and

sixty) shares, respective shares with the nominal

value of IDR 5,000.- (five thousand Rupiahs);

b. Series Share shall be 259.096.320 (two hundred and

fifty nine million and ninety six thousand three

hundred and twenty) shares, respective shares with

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the nominal value of IDR 350.- (three hundred and

fifty Rupiahs);

c. Series Share shall be 3.645.855.360 (three billion

six hundred and forty five million eight hundred

and fifty five thousand three hundred and sixty)

shares, respective shares with the nominal value

IDR 100,- (one hundred Rupiahs).

2. Of the mentioned authorized capital have been subscribed

and deposited:

a. 100% (one hundred percent) or in the amount of

6.168.960 (six million one hundred and sixty eight

thousand nine hundred and sixty) shares, with the

total of nominal value in the amount of IDR

30,844,800,000.- (thirty billion eight hundred and

forty four million eight hundred thousand Rupiahs)

for A Series share;

b. 100% (one hundred percent) or in the amount of

259.096.320 (two hundred and fifty nine million and

ninety six thousand three hundred and twenty)

shares, with the total of nominal value in the

amount of IDR 90,683,712,000.- (ninety billion six

hundred and eighty three million seven hundred and

twelve thousand Rupiahs) for B Series share; and

c. 72,758% (seventy two point seven five eight

percent) or in the number of 2,652,652,800 (two

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billion six hundred and fifty two million six

hundred and fifty two thousand eight hundred)

shares, with the total of nominal value of IDR

265,265,208,000.- (two hundred and sixty five

billion two hundred and sixty five million two

hundred and eighty thousand Rupiahs) for C Series

share;

by shareholders who have taken part of the shares.

3. The deposit of capital may also be conducted with other

method in form of money by complying with the provisions

of the applicable laws, namely:

a. It shall be obliged to be approved prior by the

General Meeting of Shareholders (for hereinafter

referred to as RUPS) with quorum as regulated in

Article 12 paragraph 1 of these Articles of

Association hereof;

b. It shall be obliged to be announced pursuant to the

provision as set out in laws and/or the regulations

in Capital Market sector

c. Items which shall be made as obligatory deposit

shall be assessed by independent assessor

registered in Financial Services Authority;

d. It shall be not guaranteed by any method

whatsoever; by paying attention to the applicable

regulations and laws especially regulations in

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Capital Market sector, deposit by a method other

than in form of money among others:

(i) Deposit for shares in form of immovable asset

and movable asset;

(ii) Deposit for shares with income of other

company shares, shall be fully deposited

shares and the price shall be stipulated by

independent party to conduct assessment and

to give opinion on price of shares and it

shall be conducted by paying attention to the

applicable regulations of capital market;

(iii) Deposit for shares with income of other

company shares which shall be companies

recorded in Stock Exchange, then the price

shall be stipulated according to the normal

market value;

(iv) In the event of such deposit is originated

from delayed profit, share agio, net profit

of the Company and/or individual capital

element, then delayed profit, share agio, net

profit of the Company and/or other mentioned

individual capital element have been

contained in recently Annual Financial Report

which has been examined by Accountant

registered in Capital Market Supervisory

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Agency and Financial Institution with proper

opinion without exception;

(v) Deposit for shares with conversion of debts

performed according to the applicable

regulations and laws.

4. Shares which remain in the deposit shall be issued by the

Company with the approval of RUPS with certain condition

and price and such price shall not under pari price, by

paying attention to regulations contained in this

articles of association, regulations in Capital Market

sector; as well as regulation of Stock Exchange in

position in which the shares of the Company were

recorded.

5. a. Every capital addition through Issuance of Equity

Security (Equity Security shall be share or Security

containing the right to obtain Share among others

Conversion Bond or Warrant) which shall be conducted

by order, then such matter shall be obliged to

conduct by giving Preemptive Right to shareholder

whose name is registered in the List of Company

Shareholders on the date determined by RUPS which

approves the Issuance of Equity Security in the

equal number with the number of Shares which have

been registered in the List of Company Shareholders

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on behalf of respective shareholders on the enacted

date.

b. Preemptive Right shall may be assigned and traded in

duration as stipulated in the regulations in Capital

Market sector.

c. Equity Security which shall be issued by the Company

mentioned above shall obtain prior approval from

Company’s RUPS, with the conditions and duration

pursuant to the provision of these articles of

association hereof and regulations in Capital Market

sector, and regulation of Stock Exchange in the


recorded.

d. The Board of Directors shall announce the resolution

of the share issuance by way of limited public

offering mentioned pursuant to the provision as set

out in laws and/or regulations in Capital Market

sector;

e. Equity Security which shall be issued by the Company

and it shall be not taken by the holder of

Preemptive Right shall be allocated to all

shareholders who order for supplement of Equity

Security, provided that if the number of Equity

Security shall be issued, the Equity Security which

is not taken shall be obliged to be allocated in

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proportion to the number of Preemptive Right

performed by respective shareholders who order for

supplement of Equity Security, one and another by

paying attention to the applicable regulations and

laws and regulations in Capital Market sector.

f. In the event there may be remaining Equity Security

which is not taken part by shareholders as intended

in letter e above, then Equity Security shall be

obliged to be allocated to certain party who acted

as prepared buyer with the same price and condition,

unless otherwise it shall be determined to be others

by regulations in Capital Market sector.

g. Issuance of Equity Security without giving

Preemptive Right to shareholders may be conducted in

the event of issuance of shares;

(i) it shall be aimed to the Company’s employees;

(ii) it shall be aimed to the holder of bond or

other Security which may be converted into

share, which have been issued with the

approval of RUPS;

(iii) it shall be conducted as part of

reorganization and/or restructuration which

have been approved by RUPS; and/or

(iv) it shall be conducted pursuant to the

regulations in Capital Market sector which

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allows addition of capital without Preemptive

Right.

h. The company may add capital without giving

Preemptive Right to shareholder, such as addition of

capital by way of converting debt of the Company

into share and others as it is regulated in the

regulations in Capital Market sector.

6. Performance of Issuance of shares which remains in

deposit for Security holder that may be exchanged with

share or Security containing the right to obtain share,

it may be conducted by the Board of Directors according

to the approval of Company’s RUPS initially have

approved of such issuance of Security, by paying

attention to the regulations contained in these articles

of association hereof and the regulations in Capital

Market sector and regulations of Stock Exchange in


recorded.

7. a. Addition of authorized capital of the Company may

only be conducted according to the resolutions of

RUPS, by paying attention to the provision of these

articles of association hereof and the applicable

regulations and laws;

b. Addition of authorized capital which may cause the

subscribed and deposited capital to be less than 25%

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(twenty five percent) of the authorized capital, it

may be conducted as long as:

(i) it has obtained the approval of RUPS to add

authorized capital;

(ii) it has obtained the approval from Minister of

Law and Human Rights of the Republic of

Indonesia;

(iii) addition of capital subscribed and deposited,

then it shall be at the least 25% (twenty five

percent) of the authorized capital, shall be

obliged to be conducted in the duration at the

latest 6 (six) months after the approval from

Minister of Law and Human Rights of the

Republic of Indonesia as intended in article 4

paragraph 7 b (ii) of these articles of

association hereof;

(iv) in the event of addition of deposited capital

as intended in article 4 paragraph 7 b (iii)

above may be not fully complied, then the

Company shall re-amend its articles of

association, therefore the authorized capital

and deposited capital shall comply with the

provision of Article 33 paragraph (1) and

paragraph (2) of Law Number 40 of 2007 (two

thousand and seven) on Limited Liability

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Company, in the duration of 2 (two) months

after the duration in article 4 paragraph 7 b

(iii) above shall not be complied;

(v) the approval of RUPS as intended in article 4

paragraph 7 b (i) above also involves the

approval to amend the articles of association

as intended in article 4 paragraph 7 b (iv)

above.

c. Amendment of articles of association as part of

addition of authorized capital to be effective after

deposit of capital which cause the amount of

deposited capital to become at least 25% (twenty

five percent) of the authorized capital and it shall

have the rights equally with other shares issued by

the Company, without reducing Company’s obligation

to manage the approval of the articles of

association amendment from Minister for performance

of the mentioned addition of deposited capital.

d. addition of deposited capital shall be effective

after there is deposit, and the issued shares shall

have the rights equally with the shares having the

same qualification issued by the Company without

reducing Company’s obligation to manage the

notification to Minister of Law and Human Rights of

the Republic of Indonesia.

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7. Each of shareholders shall subject to the articles of

association of the Company and to all resolutions taken

validly in RUPS and the applicable regulations and laws.

8. The company may re-purchase shares which have been fully

paid up to 10% (ten percent) of the total shares which

have been subscribed or in other amount if the

regulations and laws shall determine to be otherwise.

Re-purchasing of the shares may not reduce Company’s

authorized capital and subscribed or deposited capital

and the shares which are re-purchased shall not be

counted in determining the attendance quorum or the vote

cast at RUPS. Re-purchasing of the shares shall pay

attention to the provision in the applicable regulations

and laws, especially the regulations of Capital Market.

SHARE

Article 5

1. In these Articles of Association hereof, the terms of

shares shall be A Series Share, B Series Share, and C

Series Share. The terms of Shareholder shall be A Series

Shareholder, B Series Shareholder, and C Series

Shareholder, excluded determined otherwise.

2. Share of the Company shall be share on behalf of and

issued on behalf of the owner who is registered in the

List of Shareholders, and each of shares shall have 1

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(one) vote as well as to have equal right, one and

another without calculating its nominal value.

3. The company may issue share with or without nominal

value pursuant to the regulations in Capital Market

sector and the applicable provision in Stock Exchange in


recorded.

4. The company may give evidence of owning of shares in

form of:

a. Share certificate or collective share certificate

shall be on behalf of the owner registered in the

List of Company Shareholders, in the event of the

shares of the Company may be not included in

Collective Depository in Settlement and Depository

Institution or in Custodian Bank;

b. Certificate or written confirmation to Settlement and

Depository Institution or in Custodian Bank shall be

as the proof of record in the book of List of

Company Shareholders, in the event of the shares of

the Company may be included in Collective Depository

in Settlement and Depository Institution or in

Custodian Bank (especially as part of collective

investment contract);

pursuant to the applicable regulations in Capital Market

sector and the applicable regulations in Stock Exchange

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in position in which the shares of the Company were

recorded.

5. Collective share certificate may be issued as the proof

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

6. The share certificates shall contain at least:

a. Name and address of the shareholder;

b. Number of share certificate;

c. Issuance date of share certificates;

d. Nominal value of shares;

7. The collective Share Certificate shall contain at least:

a. Name and address of the shareholders;

b. Number of collective share certificates;

c. Number of share certificate and total of shares;

d. Nominal value of shares;

e. Issuance date of collective share certificates;

8. Each of share certificates and/or collective share

certificates and/or conversion bonds and/or warrants

and/or other Securities which may be converted to be

shares must be printed, given serial number and provided

with the issuance date as well as contain signatures

from President Director collectively with President

Commissioner or if President Director is unable to

attend in which does not require to be proved to third

party, therefore by President Director collectively with

a member of Board of Commissioners.

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Such signatures may be directly printed in share

certificates and/or collective share certificates and/or

conversion bonds and/or warrants and/or other securities

which may be converted into shares, by paying attention

to the applicable regulations in Capital Market sector

and regulations of Stock Exchange in position in which

the shares of the Company were recorded.

9. The Company shall only acknowledge 1 (one) person or 1

(one) legal entity as the owner of 1 (one) share.

10. In the event of 1 (one) share or more due to any causes

whatsoever become the ownership of several persons,

therefore the collective owners shall appoint in writing

one person among them or another person as their

collective representative/ proxy and only the names of

this representative/ proxy which may be included in the

List of Shareholders and the Particular List of the

Company and this representative/ proxy must be deemed to

be lawful holder of the relevant shares and it is

entitled to perform and use all rights according to law

arising for such shares.

For such provision mentioned above has not been

conducted yet, therefore such shareholders shall not be

entitled to cast a vote in RUPS, while settlement of

dividend for the shares is suspended.

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11. In the event of the collective owners are failed to

notify in writing to the Company on the appointment of

the collective representative/proxy, the Company shall

be entitled to treat shareholders whose names were

registered in the List of Company Shareholders as the

solely lawful holder for such shares.

12. Each of shareholders according to law shall subject to

these Articles of Association hereof and to all

resolutions taken lawfully in RUPS as well as the

applicable regulations and laws.

13. Regarding to total shares of the Company recorded in

Stock Exchange shall be given effect the regulations in

Capital Market sector and Regulations of Stock Exchange

in position in which the shares of the Company were

recorded.

14. a. Shares shall give the right to the owner to :

(i). attend and cast a vote in RUPS;

(ii). receive settlement of dividend and remaining

asset of liquidation result;

(iii). conduct other rights according to Law Number

40 of 2007 (two thousand and seven) on Limited

Liability Company.

b. Provision of letter a shall be given effect after

recording the shares in the List of Shareholders on

behalf of its owners.

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c. Provision of letter a section (i) and section (iii)

shall be not given effect for classification of

certain shares as stipulated in Law Number 40 of

2007 (two thousand and seven) on Limited Liability

Company.

d. Each of shares shall give to its owner an

inseparable right.

15. Certificate and written confirmation to Settlement and

Depository Institution or in Custodian Bank as the proof

of record in the List of Company Shareholders such

apparently in article 5 number 3 b mentioned above, it

shall be signed by President Director and a member of

other Board of Directors and President Commissioner or a

member of other Board of Commissioners, or such

signatures may be directly printed, by paying attention

to the appricable regulations in of Capital Market

sector and regulation of Stock Exchange in position in

which the shares of the Company were recorded.

16. Written confirmation which is issued by the Board of

Directors for the shares included in Collective

Depository shall contain at least:

a. Name and address of Settlement and Depository

Institution or Custodian Bank performing the

relevant Collective Depository;

b. Issuance date of written confirmation;

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c. Total of shares contained in written confirmation;

d. Total nominal value of shares contained in written

confirmation;

e. Provision that each of shares in Collective

Depository with the same classification, shall be

equal and it may be exchanged one with another;

f. Conditions stipulated by the Board of Directors for

amendment of written confirmation.

REPLACEMENT OF SHARE CERTIFICATE

Article 6

1. In the event of share certificate is damage, replacement

of such share certificate may be conducted if the

Company receives sufficient evidence that :

a. the share certificate is damaged;

b. party who submit written application of replacement

of share shall be the owner of the share

certificate; and

c. the original of the damaged share certificate shall

be obliged to be returned and may be exchanged with

new share certificate which the number is similar to

the original of share certificate number.

The original of the damaged share certificate shall be

obliged to be destroyed after it is given replacement of

share certificate.

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2. In the event of share certificate is missing,

replacement of the share certificate may be conducted if

the Company receives sufficient evidence that:

(i) the share certificate is missing;

(ii) party who submits application of replacement of

share certificate shall be the owner of the share

certificate;

(iii) there is reporting document from Police of the

Republic of Indonesia for the missing share

certificate; and

(iv) Party who submit application of replacement of

share certificate shall give guarantee deemed

sufficiently by Board of Directors.

3. Expenses for issuance of replacement of the share

certificate shall be born by the concerned owner of

share certificate.

4. The Board of Directors in the Meeting of the Board of

Directors shall make Minutes of Meeting on replacement

of share certificate in the event of the share

certificate is damaged and/or share certificate is

missing with giving the reasons. The original of the

damaged share certificate is destroyed by the Board of

Directors in Meeting of Board of Directors, such matter

shall be recorded in the Minutes of Meeting.

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5. Issuance of the missing replacement of share certificate

shall be obliged to be announced in Exchange in position

in which the shares of the Company were recorded at the

latest 14 (fourteen) calendar days prior to the issuance

of replacement of share certificate by paying attention

to the regulations of Stock Exchange in position in

which the shares of the Company were recorded.

6. Issuance of replacement of share certificate for a share

certificate according to this article, shall cause the

original share certificate to be null and void, those

which is given effect to the Company shall be

replacement of share certificate.

7. Such provisions above on replacement of share

certificate shall also be given effect for issuance of

replacement of collective share certificate or Equity

Security.

THE LIST OF SHAREHOLDERS AND THE PARTICULAR LIST

Article 7

1. The Board of Directors shall be obliged to enter into

and keep the List of Shareholders and the Particular

List in the domicile of the Company.

2. In the List of Shareholders shall be recorded:

a. name and address of shareholders and/or Settlement

and Depository Institution or in Custodian Bank or

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other party appointed by account holder in

Settlement and Depository Institution or in

Custodian Bank;

b. total, number and date of acquisition of share owned

by shareholders;

c. amount deposited for each of shares;

d. name and address from person or legal entity having

lien for shares and the acquisition date of the

lien;

e. information of deposit of share in form other than

money; and

f. other information deemed necessary by the Board of

Directors and/or obliged by the applicable

regulations and laws.

3. In Particular List shall be recorded information on the

ownership of shares of members of the Board of Directors

and Board of Commissioners together with their family in

the Company and/or other company and the acquisition

date of the shares.

4. Each of amendment of shareholders’ address whose names

were recorded in the List of Shareholders and the

Particular List of the Company, the shareholders shall

notify to the Board of Directors in writing.

For such notification has not been accepted properly,

therefore all summons and notifications to shareholders

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or correspondences, dividend delivered by shareholders,

and on other rights which may be conducted by

shareholders shall be valid if it is addressed to

shareholders’ address at last recorded in the List of

Shareholders.

5. The Board of Directors shall be obliged to keep and

maintain the List of Shareholders and the Particular

List appropriately.

6. Each of records and/or amendments in the List of

Shareholders and the Particular List shall be signed by

President Director or 2 (two) members of the Board of

Directors or their lawful proxies.

7. The Board of Directors shall provide the List of

Shareholders and the Particular List in the office of

the Company. Each of shareholders or their lawful

representatives may request for the List of Shareholders

and the Particular List to be shown to him in the

business hours of the Company.

8. Lawful shareholders from the Company shall be entitled

to conduct all rights given to a shareholder according

to the applicable regulations and laws by paying

attention to the provisions in these articles of

association hereof.

9. The Board of Directors of the Company may appoint and

give authority to Security Administration Bureau to

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perform record of share in the List of Shareholders and

the Particular List.

10. Each of registrations or records in the List of

Shareholders shall be included record on a trade,

assignment, mortgage, cessie, fiduciary pawn or pledge

on the shares of the Company or the rights or interests

for shares it shall be conducted pursuant to these

articles of association hereof and the regulations in

Capital Market sector.

COLLECTIVE DEPOSITORY

Article 8

1. Shares in Collective Depository shall give effect the

provisions in this article that are:

a. shares in Collective Depository in Settlement and

Depository Institution shall be recorded in book of

the List of Shareholders of the Company on behalf of

Settlement and Depository Institution for the

interest of account holder in Settlement and

Depository Institution;

b. shares in Collective Depository in Custodian bank or

Security Company recorded in Security account in

Settlement and Depository Institution to be recorded

on behalf of the intended Custodian Bank or Security

Company for the interest of account holder in such

Custodian Bank or Security Company.

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c. if shares in Collective Depository in Custodian Bank

shall be a part of Security Portfolio of Mutual

Funds in form of Collective Investment Contract and

it shall be not included in Collective Depository on

Settlement and Depository Institution, therefore the

Company shall record such shares in the book of the

List of Shareholders of the Company on behalf of

Custodian Bank for the interest of owner of

Participating Unit of Mutual Funds in form of such

Collective Investment Contract;

d. The company shall be obliged to issue certificate or

written confirmation to Settlement and Depository

Institution as intended in letter a above or

Custodian Bank as intended in letter c above as the

proof of record in the book of the List of

Shareholders of the Company;

e. The company shall be obliged to mutate shares in

Collective Depository registered on behalf of

Settlement and Depository Institution or Custodian

Bank for Mutual Funds in form of Collective

Investment Contract in the book of the List of

Shareholders of the Company to be on behalf of the

party appointed by Settlement and Depository

Institution or Custodian Bank for Mutual Funds in

form of the intended Collective Investment Contract;

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application for mutation shall be delivered by

Settlement and Depository Institution or Custodian

Bank for Mutual Funds in form of Collective

Investment Contract to the Company or Security

Administration Bureau appointed by the Company;

f. Settlement and Depository Institution, Custodian

Bank or Security Company shall be obliged to issue

confirmation to account holder as the proof of

record in Security account;

g. In Collective Depository, each of shares of the same

type and classification issued by the Company shall

be equal and it may be exchanged one with another;

h. The company shall be obliged to object record of

shares into Collective Depository if the share

certificate is missing or destroyed, excluded the

party who requests for the intended mutation may

provide evidence and/or sufficient pledge that such

party apparently as shareholders and the share

certificate is apparently missing or destroyed;

i. The company shall be obliged to object record of

shares into Collective Depository if the shares are

guaranteed, to be placed in attachment guarantee

according to the stipulation of court or to be

seized for investigation of criminal case, in the

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event of warranty and/or seizure is notified in

writing by the concerned shareholder to the Company;

j. Security account holder in which the Security is

recorded in Collective Depository shall be entitled

to present and/or cast a vote in RUPS in accordance

with the number of shares which he owns in the

account.

k. Custodian Bank and Security Company shall be obliged

to deliver list of Security account provided with

the total number of shares of the Company owned by

respective shareholders to Custodian Bank and

Security Company mentioned to Settlement and

Depository Institution for hereinafter to be

delivered to the Company at the latest 1 (one)

business day prior to summons of RUPS.

l. Investment Manager shall be entitled to attend and

cast a vote in RUPS for the shares of the Company

included in Collective Depository in Custodian Bank

which is a part of Security Portfolio of Mutual

Funds in form of Collective Investment Contract and

it is not included in Collective Depository in

Settlement and Depository Institution with the

provision that such Custodian Bank shall be obliged

to deliver the name of Investment Manager to the

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Company at the latest 1 (one) business day prior to

the summons of RUPS;

m. The company shall be obliged to deliver dividend,

bonus of share or other rights in connection with

owning of shares to Settlement and Depository

Institution for the shares in Collective Depository

in Settlement and Depository Institution and

hereinafter such Settlement and Depository

Institution shall deliver dividend, bonus of share

or other rights to Custodian Bank and to Security

Company for the interest of respective account

holders to the Custodian Bank and Security Company

mentioned;

n. The company shall be obliged to deliver dividend,

bonus of share or other rights in connection with

owning of shares to Custodian Bank for shares in

Collective Depository in Custodian Bank which is a

part of Security Portfolio of Mutual Funds in form

of Collective Investment Contract and it shall be

not included in Collective Depository in Settlement

and Depository Institution; and

o. Terms of decision of Security account holder that is

entitled to obtain dividend, bonus of share or other

rights in connection with owning of shares in

Collective Depository is decided by RUPS with the

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provision that Custodian Bank and Security Company

shall be obliged to deliver list of Security account

holder provided with the number of shares of the

Company owned by respective Security account holders

to Settlement and Depository Institution, at the

latest on the date which becomes the basis of

decision of shareholders to be entitled to obtain

dividend, bonus of share or other rights, for

hereinafter to be delivered by the Company at the

latest 1 (one) business day after the date which

becomes the basis of decision of shareholders to be

entitled to obtain dividend, bonus of share or other

rights.

2. Provision on Collective Depository shall subject to the

regulations in Capital Market sector and the provisions

of Security Market in the territory of the Republic of

Indonesia in position in which the shares of the Company

were recorded.

ASSIGNMENT OF THE RIGHT TO SHARES

Article 9

1. a. Form and procedure of assignment of the right to

shares of the Company, that includes in Collective

Depository, traded in Capital Market shall comply

with the provisions in the regulations in the field

30

of Capital Market and regulations of Stock Exchange

where shares of the Company is registered.

b. In case the Company does not issue collective share

certificate, then the shares of the Company is

electronically administrated in Collective Depository

in Indonesian Stock Central Custodian according to

Registration Agreement in Indonesian Stock Central

Custodian;

c. Assignment of the right to shares that includes in

Collective Depository is done by transfer from one

Stock account into another Stock account in

Depository and Settlement Institution, Custodian Bank

and Stock Company.

d. Assignment of the right to shares is effective after

record of registration from such transfer in the List

of Shareholders of the Company for shares without

letter, such case is by paying attention to the

effective regulations of laws, provisions in the

field of Capital Market and provisions of Stock

Exchange where the shares of the Company is

registered and provisions of regulations of laws in

the field of capital investment.

e. Document of assignment of the right to shares must be

in the form as determined and/or which may be

accepted by the Board of Directors with the

31

provisions, that document of assignment of the right

to shares registered in Stock Exchange must meet the

effective regulations in the Stock Exchange where the

shares is registered, without prejudice to the

effective regulations in the field of Capital Market

and provisions of Stock Exchange applicable in the

place where the shares of the Company is registered.-

2. a. Form and procedure of assignment of the right to

shares of the Company that do not include in

Collective Depository and traded in Stock Exchange

shall comply with regulations in the field of Capital

Market and provisions of Stock Exchange applicable in

the place where the shares of the Company is

registered.

b. Assignment of the right to shares that does not

include in Collective Depository shall be proven with

a document signed by or on behalf of Party assigning

the right and by or on behalf of the concerned Party

accepting the assignment of right to shares.

3. Assignment of the right to shares to be opposed with the

provisions of these articles of association or does not

conform to the effective regulations of laws or without

approval from the authorized party if required, shall not

prevail to the Company.

32

4. Board of Directors for its own policy and by providing

reasons for that, may reject to register the assignment

of the right to shares in the List of Shareholders if

provisions in these articles of association hereof do not

meet.

5. If Board of Directors rejects to register the assignment

of the right to shares, then Board of Directors shall

deliver the notices of rejection to the party who will

transfer the right at the latest 30 (thirty) calendar

days after the application date for the registration is

accepted by the Board of Directors by paying attention to

the effective regulations in the field of Capital Market

and provisions of Stock Exchange applicable in the place

where the shares of the Company is registered.

6. I case there are changes of ownership of a share, the

original owner who is registered in the List of

Shareholders is deemed to remain as the owner of the

share until the name of new owner has been registered in

the List of Shareholders, such case by paying attention

to the effective regulations of laws in the field of

Capital Market and provisions of Stock Exchange

applicable in the place where the shares of the Company

is registered.

7. Every person obtaining the right to a share due to death

of a shareholder or due to other reasons which cause the

33

ownership of a share changes according to the law, may be

done by submitting proofs of its rights, as at anytime

may be required by Board of Directors, to submit

application in writing to be listed as shareholders of

the shares. Registration may only be done if the Board of

Directors can finely accept for the basis of the proofs

of rights and without prejudice to the provisions in

these articles of association hereof.

GENERAL MEETING OF SHAREHOLDERS

Article 10

General Meeting of Shareholders (RUPS) shall be:

a. The Annual General Meeting of Shareholders.

b. The Other General Meeting of Shareholders, further in

these Articles of Association referred to as the

Extraordinary General Meeting of Shareholders.

2. The terms of the General Meeting of Shareholders (RUPS)

in these Articles of Association mean both of them, they

are the Annual General Meeting of Shareholders (RUPS) and

Extraordinary General Meeting of Shareholders(RUPS),

except to be confirmed stating others.

3. Annual RUPS is held every year, at the latest 6 (six)

months after the fiscal year of the Company is closed.

4. In the Annual General Meeting of Shareholders :

a. The Board of Directors shall submit :

34

(i) Report on the performance of the Company and

financial administration from the last

commencing fiscal year, which has been studied

by Board of Commissioners (for hereinafter is

referred to as Annual Report) to obtain

approval of General Meeting of Shareholders;

(ii) The Fiscal Report that has been audited

by Public Accountant for obtaining the

legalization for Annual General Meeting of

Shareholders.

b. Board of Commissioners shall give report on

supervisory duties which has been done in the last

commencing fiscal year;

c. It shall be determined the using of profit, if the

Company has the positive profit balance from the last

commencing fiscal year and profit that has not been

divided yet from the last fiscal years, it must be

decided based on the motion of Board of Directors;

d. It shall be done appointment of public accountant and

such authority by RUPS may be transferred to Board of

Commissioners and/or Board of Directors of the

Company on behalf of RUPS;

e. If necessary, it shall be done appointment of members

of Board of Directors and members of Board of

Commissioners and determination of honorarium and

35

other allowances from members of Board of Directors

and members of Board of Commissioners; and

f. It may be decided other matters which have been

submitted, without prejudice to the provisions of

these articles of association hereof.

5. The Approval of Annual Report and legalization of Fiscal

Report by the Annual General Meeting of Shareholders, it

means giving full payment and releasing the

responsibility fully to the members of Board of Directors

and Board of Commissioners on managing and inspecting

which have been performed for the last Fiscal Year, as

long as that performance to be reflected in Annual Report

and Fiscal Report.

6. The Extraordinary General Meeting of Shareholders (RUPS)

can be held any time based on the requirement to discuss

and decide the program of Meeting except the program of

meeting which was meant in paragraph (4) letter a until

letter e of this article, by paying attention to the

effective regulations of laws and Articles of Association

of the Company.

7. If there shall be motions of shareholders that are

intended to be included in the program of RUPS, then the

motions of the shareholders must be included in the

program of RUPS if it has been in accordance with the

provisions of the laws and by paying attention to the

36

effective regulations in the field of Capital Market,

among others if:

a. the concerned motions have been submitted in writing

to the Board of Directors by one or more shareholders

who represent at least 10 % (ten percent) of total

number of shares which has been issued by the

Company;

b. it has been accepted at least 7 (seven) days prior to

the issue of notices of the concerned meeting; and

c. Motions of program of meeting from the shareholders

as intended in letter a of this paragraph shall be

program of meeting that needs the decision of RUPS

and according to the assessment of Board of Directors

it has met the requirements based on the provisions

of laws by paying attention to the effective

regulations in the field of Capital Market. The

Company shall mention motions of program of meeting

from shareholders as intended in this paragraph in

the program of meeting contained in the notices.

8. RUPS may be held for the request of shareholders with the

provisions as follows:

a. 1 (one) or more shareholders who collectively own at

least 1/10 (one tenth) proportion or more from total

number of shares with the valid voting rights, it may

be requested to be held RUPS, including the request

37

for holding Annual RUPS in case Board of Directors

and/or Board of Commissioners of the Company is

negligent to hold Annual RUPS at the determined time.

Request in writing must be delivered to the Board of

Directors with registered letter by stating the

matters which will be discussed provided with the

reasons;

b. Request for arrangement of RUPS by the shareholders

shall:

i. be done with good faith;

ii. consider the needs of the Company;

iii. be request of those needed resolutions of RUPS;

iv. be provided with the reasons and material

related to the matters which shall be decided

in the RUPS; and

v. not be in conflict with regulations of laws;

c. Arrangement of RUPS at the request of shareholders as

intended in letter a of this paragraph, shall be done

according to the provisions of laws by paying

attention to the regulations in the field of Capital

Market and articles of association of the Company;

d. Shareholders who request for the arrangement of RUPS

is obliged to transfer their ownership of shares in

the period of at least 6 (six) months after

RUPS if the request of arrangement of RUPS is meet by

38

Board of Directors or Board of Commissioners or to be

stipulated by the court;

ARRANGEMENT AND CHAIRMAN OF


Article 11

1. The General Meeting of Shareholders shall be held in the

territory of Republic of Indonesia that is at the

Company’s domicile or at place of the Company runs the

main business activity or in the capital city of province

where at the Company’s domicile or the place of the

Company runs the main business activity.

2. If all shareholders are present and/or represented in

RUPS, prior notice and summon are not necessary (provided

that all shareholders approve such case) and Meeting may

be held anywhere in the territory of the Republic of

Indonesia in accordance with the effective provisions of

law and/or provisions of Capital Market and entitled to

take binding resolutions.

3. Announcement of RUPS to shareholders shall be done at the

latest 14 (fourteen) days prior to the date of General

Meeting of Shareholders to be held without calculating

the date of announcement and date of summon by way of

putting advertisements in Indonesian daily newspapers

nationally circulated and/or through other media with the

39

language such as regulated by the regulations of laws by

paying attention to the regulations in the field of

Capital Market.

4. Announcement of RUPS to shareholders shall be done at the

latest 21 (twenty one) days prior to the date of General

Meeting of Shareholders to be held without calculating

the date of summon and date of RUPS by way of putting

advertisements in Indonesian daily newspapers nationally

circulated and/or through other media with the language

such as regulated by the regulations of laws by paying

attention to the regulations in the field of Capital

Market.

5. Summon of RUPS shall contain at least the day, date,

time, place, provisions of shareholders who are entitled

to present in RUPS, the program of meeting includes

explanation for each program, and information stating the

material in connection with program of meeting is

provided for shareholders since the date of summon of

RUPS was done until the arrangement of RUPS. Material of

program of meeting provided by the Company may be in the

form of copy of electronic document in accordance with

the regulations of laws and by paying attention to the

regulations in the field of Capital Market.

40

6. In case it has been done the first RUPS and quorum do not

reached, it is necessary to do the second RUPS, then the

second RUPS shall be held with the provisions as follows:

a. The second RUPS shall be done in the period at the

fastest 10 (ten) days and at the latest 21 (twenty

one) days after the first RUPS is done

b. Summon of the second RUPS shall be done at the period

at the latest 7 (seven) days prior to the second RUPS

is done without paying attention to the date of

summon and date of RUPS.

c. In the summon of the second RUPS shall state that the

first RUPS has been done and do not reached quorum of

attendance.

7. In case it has been done the second RUPS and quorum do

not reached, and necessary to be done the third RUPS,

then the third RUPS shall be held with the provisions as

follows:

a. Summon of the third RUPS at the request of the

Company is stipulated by Financial Service Authority;

b. In the summon of third RUPS, it shall state that the

second RUPS has been done and does not reached quorum

of attendance.

8. The company shall done revision of summon of RUPS if

there are changes of information in the summon of RUPS

which has been done with the provisions:

41

a. In case the revision of summon of RUPS contains

information for changes of date of arrangement of

RUPS and/or addition of RUPS’s program, then the

Company shall done re-summon with procedures such as

regulated in these articles of association by paying

attention to the provisions of law and/or effective

regulations of Capital Market;

b. Provisions of obligation of re-summon of RUPS as

intended in letter a of this paragraph shall not be

effective if revision of RUPS concerning changes of

date of arrangement of RUPS and/or addition of RUPS’

program are done not merely for the mistake of the

Company.

9. Arrangement of RUPS shall submit to the provisions of law

on Limited Liability Company as long as the provisions of

regulations of laws of Capital Market do not determine

others.

10. RUPS shall be chaired by a member of Board of

Commissioners appointed by Board of Commissioners.

In case all members the Board of Commissioners shall not

be exist or not attend because of any causes which do not

require to be proved to the third party, then General

Meeting of Shareholders shall be chaired by the President

Director. In case President Directors shall not be exist

or not attend because of any causes which do not require

42

to be proved to the third party, then General Meeting of

Shareholders shall be chaired by one of the members of

the Board of Directors.

In case all members of the Board of Directors shall not

be exist or not attend because of any causes which do not

require to be proved to the third party, then General

Meeting of Shareholders shall be chaired by a shareholder

who attend in the RUPS appointed from and by participants

of RUPS.

11. In case all members of the Board of Commissioners

appointed by Board of Commissioners have conflict of

interest for the matter that will be decided in RUPS,

then RUPS shall be chaired by other member of Board of

Commissioners who does not have conflict of interest

appointed by Board of Commissioners.

If, all members of the Board of Commissioners have

conflict of interest, then RUPS shall be chaired by

President Director.

In case President Director has conflict of interest, then

RUPS shall be chaired by a one of shareholders who is not

in control that is elected by other shareholders who

attend in RUPS.

12. Chairman of Meeting shall be entitled to request for

those being present to prove his authority to attend in

the Meeting.

43

13. From anything discussed and decided in RUPS, it is made

the Minutes of Meeting in which for the legalization it

is signed by the Chairman of Meeting and at least by one

of shareholders or the proxy of shareholders appointed by

and from those being present in the Meeting.

14. Signatory intended in paragraph 12 of this Article shall

not be required if the Minutes of Meeting is made in the

form of a Notary Deed.

15. The Minutes of Meeting is made according to the

provisions of paragraph 13 and 14 of this article shall

be effective as valid evidence for all shareholders and

third party concerning resolutions and anything happened

in the meeting.

QUORUM, VOTING RIGHTS AND RESOLUTIONS OF


Article 12

1. Except determined others in these Articles of Association

hereof, RUPS may be held if: ----------------------------

a. It is attended by shareholders or their legal proxies

who represent more than ½ (one half) proportion of

the total number of shares which has been subscribed

by the Company with the valid voting rights and

approved by more than ½ (one half) proportion of the

number of shares issued legally in the Meeting,

44

except if determined others in the effective

regulations of laws;

b. The second meeting shall be valid and entitled to

take binding resolutions if it is attended by

shareholders or their legal proxies who represent at

least 1/3 (one third) proportion of the total number

of shares which has been subscribed by the Company

with the valid voting rights and the resolutions is

approved by more than ½ (one half) proportion of the

number of votes casted legally in the Meeting, except

if determined others in the effective regulations of

laws;

c. In case the quorum of the second RUPS does not

reached, then at the request of the Company, the

third RUPS may be held with quorum, number of votes

to take resolutions, summons, and time of RUPS which

are stipulated by Financial Services Authority at the

Company’s request.

d. Quorum of attendance and resolutions of RUPS

mentioned above, shall apply for the alteration of

the Company’s data, too such as regulated in Law

Number 40 of 2007 (two thousand and seven) on Limited

Liability Company.

2. Alterations of articles of association must be made in a

deed using Indonesian Language and RUPS for the

45

alterations of articles of association which needs the

approval of the Minister of Justice and Human Rights

shall be done with the provisions as follows:

a. It is attended by shareholders or their legal proxies

who represent at least 2/3 (two third) proportion of

the total number of shares which has been subscribed

by the Company with the valid voting rights and

approved by at least 2/3 (two third) proportion of

the number of shares issued legally in the Meeting;

b. In case quorum as intended in number a mentioned

above does not reached then in the second RUPS, the

resolution shall be valid if it is attended by

shareholders and/or their legal proxies who represent

at least 3/5 (three fifth) proportion of total number


with the valid voting rights and approved by at least

½ (half) proportion of total number of shares issued

legally in the meeting; and

c. In case quorum as intended in number b mentioned

above does not reached then in the third RUPS, may be

held with quorum of attendance, number of votes to

take resolutions, summons, and time of the third RUPS

stipulated by Financial Services Authority at the


46

3. Alterations of articles of association which does not

need approval of the Minister of Justice and Human Rights

shall be done with the provisions contained in paragraph

1 of this article hereof.

4. By paying attention to the effective regulations of laws

then consolidation, merger, takeover, segregation,

liquidation, winding up and bankruptcy of the Company may

only be done according to the resolutions of RUPS, with

the provisions as follows:

a. It is attended by shareholders or their legal

proxies who represent at least 1/2 (half) proportion

of the total number of shares which has been

subscribed by the Company with the valid voting

rights and resolutions of RUPS must be approved by at

least ¾ (three fourth) proportion of number of shares

issued legally in the meeting; and

b. In case quorum as intended in number a mentioned




at least 2/3 (two third) proportion of total number


with the valid voting rights and resolutions of RUPS

must be approved by at least3/4 (three fourth)

47

proportion of number of shares issued legally in the

meeting; and


above does not reached, then the third RUPS may be





a. Legal actions to transfer the Company’s asset or to

make guarantee of debt more than 50 % (fifty percent)

of total amount of the Company’s net asset whether

individual or in connection with another, occurred in

the period of 1 (one) or more fiscal years, shall

obtain approval of RUPS with the provisions as

follows:

b. It is attended by shareholders or their legal proxies

who represent at least 3/4 (three fourth) proportion

of the total number of shares which has been

subscribed by the Company with the valid voting

rights and resolutions of RUPS must be approved by at

least ¾ (three fourth) proportion of number of shares

issued legally in the meeting;

c. In case quorum as intended in number a mentioned



48


at least 2/3 (two third) proportion of total number


with the valid voting rights and resolutions of RUPS

must be approved by at least3/4 (three fourth)

proportion of number of shares issued legally in the

meeting; and

d. In case quorum as intended in number b mentioned






5. RUPS in order to decide the matters with conflict of

interest, shall be done with the provisions as follows:

a. Shareholders who have conflict of interest shall be

deemed to have give the same resolutions with the

resolutions approved by independent shareholders who

have no conflict of interest;

b. Such RUPS is attended by independent shareholders who

represent at least ½ (half) proportion of total

number of shares with the valid voting rights owned

by independent shareholders and the resolutions taken

according to agreed votes from the independent

shareholders who represent at least ½ (half)

49

proportion of total number of shares with the valid

voting rights owned by independent shareholders;


above does not reached, then the second RUPS may take

resolutions with requirements it is attended by

independent shareholders and the resolutions taken

based on agreed votes of independent shareholders who

represent at least ½ (half) proportion of number of

shares owned by independent shareholders being

present; and

e. In case quorum as intended in number c mentioned


held according to the quorum of attendance stipulated

by Financial Services Authority at the Company’s

request.

Resolutions of the third RUPS shall be valid if it is

approved by independent shareholders who represent

more than 50% (fifty percent) shares owned by

independent shareholders being present.

6. The persons entitled to attend in RUPS shall be

shareholders whose names are recorded in the List of

Shareholders of the Company by paying attention to the

effective regulations of laws and provisions of Stock

Exchange in the placed where the shares of the Company is

recorded.

50

7. Shareholders may be represented by other shareholders or

third party with a power of attorney by paying attention

to the effective regulations of laws.

8. Chairman of Meeting shall be entitled to request for the

power of attorney to represent shareholders which is

shown to him upon the Meeting is done.

9. In the Meeting, each share shall give the right to its

owner to issue 1 (one) vote.

Except determined others by the effective provisions of

law and/or regulations of Capital Market, in vote

casting, the votes issued by shareholders shall apply to

total shares owned by him.

Shareholders shall not be entitled to grant the authority

to more than one proxy for proportion of share from the

number of shares owned by him with different votes.

These provisions shall not apply for custodian bank or

stock company which acts as custodian representing their

customers as the owner of shares in the Company, or for

investment manager who represent the mutual fund interest

managed by him.

10. Members of Board of Directors, members of Board of

Commissioners and employees of the Company may act as the

authorities in the Meeting, but the votes they issued as

authorities in the Meeting shall not be counted in the

vote casting.

51

11. Vote casting regarding to a person shall be done with

close vote without signature and regarding to other

matters shall be done orally, unless the Chairman of the

General Meeting of Shareholders determine others without

any objections from 1 (one) or more shareholders who

collectively represent at least 10% (ten percent) of

total number of shares with valid voting rights of those

being present at the General Meeting of Shareholders.

12. Shareholders with voting rights being present in RUPS but

do not issue votes (abstain) shall be deemed to issue the

same vote with the majority votes of shareholders issuing

votes.

13. All resolutions may be taken based on the deliberation

for a consensus. In case the resolutions based on the

deliberation for a consensus do not reached, therefore

the resolutions shall be taken with vote casting based on

agreed votes of more than ½ (half) of the number of

shares issued legally in the Meeting, except if

determined others in the law and/or these articles of

association hereof.

If the number of agreed votes and disagreed votes are

balance, if regarding to a person it must be drawn lots,

if it regards to other matters, therefore the motion

shall deem to be rejected.

52

14. Anything submitted by shareholders during discussion or

vote casting in RUPS shall meet all requirements, as

follows:

a. According to the opinion of the Chairman of Meeting,

such matter is directly related to one of programs of

the concerned Meeting; and

b. The matters shall be submitted by one or more

shareholders who collectively own at least 10% (ten

percent) of total number of shares with the valid

voting rights;

c. According to the opinion of the Board of Directors,

such motions are deemed to directly relate to the

Company’s business.

15. Shareholders may also make valid resolutions without

holding a General Meeting of Shareholders, with the

provisions that all shareholders have been given notices

in writing and all shareholders have approved on the

motions submitted in writing and signing the approval.

The resolution made such this way has the same force as

that validly made at a meeting of the Board of Directors.

16. RUPS may also be done through teleconference media,

teleconference video, or other means of electronic media

which enable all participants of RUPS to see each other

and directly hear and participate in RUPS to meet the

requirements of quorum of attendance of RUPS calculated

53

according to participation of participants of RUPS such

as regulated in Law Number 40 of 2007 (two thousand and

seven) on Limited Liability Company, and it shall be made

the Minutes of Meeting or Report of RUPS which is

approved and signed physically or electronically by all

participants of RUPS, in order to meet the requirements

of decisions making of RUPS calculated based on the

participation of participants of RUPS such as regulated

in Law Number 40 of 2007 (two thousand and seven) on

Limited Liability Company; Board of Directors shall have

the authority to state the resolutions of RUPS through

teleconference media, teleconference video, or other

means of electronic media.

1. The Company shall be managed and led by a Board of

Directors consisting of at least 2 (two) members of the

Board of Directors which one of them is appointed as

President Director.

2. Those who may be appointed as members of the Board of

Directors shall be an individual upon his appointment and

upon his position fulfill the requirements determined by

the law and/or regulations in the field of Capital Market

and other regulations of laws in connection with the

business activity of the Company. The members of the

Board of Directors shall be appointed by General Meeting

54

of Shareholders, each for the period calculated since the

date determined in RUPS, which appoint them until the

closing of the third Annual RUPS after their date of

appointment, and they may be reappointed for the

following period, without reducing the rights of RUPS to

remove them at any time.

3. RUPS may appoint other persons to fill the position of a

member of Board of Directors removed from his position

and RUPS may appoint a person as members of Board of

Directors to fill a vacancy.

Term of a person appointed to replace the members of

Board of Directors who is removed such a way or to fill

the vacancy shall be for the remaining terms of such

Board of Directors who is removed/replaced.

4. In case addition of members of the Board of Directors,

then the position of members of such Board of Directors

shall end accordingly with the end term of other members

of Board of Directors who is appointed at last.

5. The members of Board of Directors shall be given salary

provided with facilities and other allowances which the

amount and type is stipulated by RUPS and such authority

by RUPS may be transferred to Board of Commissioners by

paying attention to the effective regulations of laws.

6. In case of any causes, the position of members of Board

of Directors is vacant therefore the number to be smaller

55

from the minimal requirements stipulated in the effective

provisions, then at the latest period of 90 (ninety) days

since the vacant hereof, it shall be held RUPS to fill

such vacancy.

7. In case of any causes, all positions of members of Board

of Directors is vacant, then at the latest period of 90

(ninety) days since the vacant hereof, it shall be done

notices on the summon of RUPS to appoint new Board of

Directors, and for temporary the Company shall be managed

by Board of Commissioners.

8. In case there are members of Board of Directors who are

removed temporarily by Board of Commissioners, then the

Company shall done RUPS at the latest period of 90

(ninety) days after the date of temporary removal. In

such RUPS, the concerned members of Board of Directors

shall be given an opportunity to defend oneself.

In case RUPS may not take resolutions or after the

expiration period of the mentioned above, RUPS does not

held, therefore the temporary removal of members of Board

of Directors shall be void.

Upon such temporary removal, the Board of Directors who

is removed shall not have authority to run the management

of the Company and to represent the Company for the

Company’s needs in accordance with the purposes and

objectives of the Company whether in or out of the Court.

56

9. A member of Board of Directors shall be entitled to

resign from his position by giving a notice in writing to

the Company on his intentions in period no later than 90

(ninety) days prior to the date of resignation; and to

the members of Board of Directors who resign to may still

be asked his responsibilities since the appointment until

his resignation in the following RUPS.

Regarding to the resignation mentioned above, then the

Company shall hold RUPS to decide the request of

resignation of the members of Board of Directors in

period no later than 90 (ninety) days after the receipt

of letter of resignation. Arrangement of RUPS shall be

done according to the articles of association, provisions

of law and effective regulations of Capital Market.

10. In case the members of Board of Directors resign

therefore to cause the number of members of Board of

Directors to be less than 2 (two) persons, then such

resignation shall be valid if it has been stipulated by

RUPS and it has been appointed by the new members of

Board of Directors therefore it fulfills the minimum

requirements of number of members of Board of Directors.

11. The position of a member of the Board of Directors shall

terminate if :

a. the terms has ended

57

b. he resigns in accordance with the provision of

paragraph 10 of this article;

c. he no longer meets the requirements of the effective

provisions;

d. he dies;

e. he is removed from his position under a resolution

of the General Meeting of Shareholders; and

f. he is declared to be insolvent or put under amnesty

based on a decision of the Court.

12. The members of Board of Directors may serve concurrently

the position in accordance with the provisions regulated

by the law and/or regulations in the field of Capital

Market.

DUTIES AND POWERS OF THE BOARD OF

Article 14

1. The Board of Directors shall responsible fully for the

conduct of the Company’s management.

2. The Board of Directors shall manage the Company in

accordance with its authority and responsibility such as

regulated in the articles of association and the

effective regulations of laws.

3. The Board of Directors shall manage the Company’s asset

according to the effective regulations of laws.

58

4. The Board of Directors shall:

a. Apply risk management and Good Corporate Governance

principles in every business activity of the Company

in all levels or organization ranks;

b. Make annual work plan delivered to the Board of

Commissioners to obtain approval and to perform it;

c. Hold RUPS such as regulated in the regulations of

law, articles of association, and regulations of

Capital Market.

5. Each member of Board of Directors shall conduct his

duties and responsibilities with good faith, fully

responsible and carefully. In order to support

effectiveness of the conduct of his duties and

responsibilities, Board of Directors may form a

committee. In case the formation of the committee, Board

of Directors shall conduct evaluation to the performance

of committee at the end of each fiscal year.

6. The Board of Directors shall stipulate structure of

organization and procedure of the Company with the

approval of the Board of Commissioners.

7. The Board of Directors shall be responsible for its

performance of duties to the shareholders through RUPS.

8. The Board of Directors shall be entitled to represent the

Company in and out of court regarding all matters and all

occurrences, to bind the Company with other party, and

59

such other party with the Company, and to perform all

actions, both relating to its management or ownership,

but with the limitations that:

a. to borrow or to lend of monies on behalf of the

Company which the amount from time to time is

determined by the Meeting of Board of Commissioners

[not including the withdrawal of credits that have

been opened and in case the Company runs its business

activity];

b. to purchase/sell or obtain/discharge the right for

the immovable properties of the Company, except in

case of running its business activity;

c. to guarantee/secure in any form of the immovable

properties of the Company;

d. to conduct capital participating or release capital

participating in other company without reducing the

rights of the authorized persons;

e. to transfer, discharge the right or to make guarantee

of debts with the value up to 50% (fifty percent) of

the Company’s properties (assets) in 1 (one) fiscal

year in 1 (one) or some transactions severally or

connected to one another;

it must be with the approval from or the letter with

regard to be signed by the Board of Commissioners.

60

9. Legal actions to conduct certain Material Transaction and

Collision Transaction of Conflict of Interest as intended

in the regulations in the field of Capital Market, it

must obtain approval from RUPS of the Company with the

requirements such as regulated in the regulations in the

field of Capital Market.

10. Legal actions to transfer or make guarantee of debts

completely or more than 50% (fifty percent) of total

amount of the Company’s net asset whether in 1 (one) or

some transactions severally or connected to one another

which occurs in the period of 1 (one) fiscal year or

longer period such as regulated in articles of

association of the Company, it must obtain approval from

RUPS with the requirements and provisions as intended in

article 12 paragraph 5 of articles of association of the

Company. 11. Legal actions to transfer or make guarantee

of debts less than 50% (fifty percent) of total amount of

the Company’s net asset whether in 1 (one) or some

transactions severally or connected to one another which

occurs in the period of 1 (one) fiscal year or longer

period such as regulated in articles of association of

the Company, may be done by Board of Directors with the

approval in writing from Board of Commissioners.

12. Legal actions to transfer or make guarantee of debts for

the properties of the Company as intended in paragraph 10

61

shall be announced too in 2 (two) Indonesian daily

newspapers circulated in the domicile of the Company no

later than 30 (thirty) days to be calculated since the

conduct of such legal actions.

13. Except for those mentioned in paragraph 10, 11, and 12 of

this Article, RUPS may determine limitations and/or other

requirements.

14. President Director and Vice President Director or another

member of Board of Directors collectively shall be

entitled to act for and on behalf of the Board of

Directors and to represent the Company. In case the

absence of the President Director and Vice President

Director or in their inability for any reason, its

evidence is being unnecessary to be given to a third

party, then 3 (three) members of the Board of Directors

collectively are entitled to act for and on behalf of the

Board of Directors and to represent the Company.

15. The Board of Directors for certain actions shall be

entitled too to appoint one or more persons as their

representatives or proxies by giving him the authority

set out in the power of attorney.

16. Division of duties and powers of management among members

of Board of Directors is stipulated based on resolutions

of RUPS, in case RUPS does not determine therefore the

division of duties and powers of members of Board of

62

Directors shall be stipulated based on decisions of Board

of Directors.

17. The members of Board of Directors shall not be allowed to

grant general authorization to other party causing

assignment of duties and functions of Board of Directors.

18. In case the Company has conflict of interest with

personal interest of a member of Board of Directors,

therefore the Company shall be represented by other

members of Board of Directors and in case the Company has

conflict of interest with the interest of all members of

Board of Directors, then in this case, the Company shall

be represented by Board of Commissioners. In case the

Company has conflict of interest with the personal

interest of all members of Board of Directors and Board

of Commissioners, therefore the Company shall be

represented by other party appointed by RUPS.

19. In case conflict of interest, the members of Board of

Directors are allowed to take actions which may damage or

decrease the Company’s profit and shall declare the

conflict of interest intended in each resolution.

63

MEETING OF THE BOARD OF DIRECTORS

Article 15

1. Meeting of the Board of Directors shall be held

periodically according to the effective provisions of

regulations of laws in the field of Capital Market.

2. Every policy and strategic resolution shall be decided

through the meeting of Board of Directors.

3. Board of Directors shall be obliged to schedule the

meeting of Board of Directors for the following year

prior to the closing of fiscal year.

4. In the scheduled meeting, the agenda of meeting shall be

delivered at the latest 5 (five) days prior to the

meeting.

5. Meeting of Board of Directors shall be held at the

Company’s domicile or at the Place of the Company runs

the business or at the domicile of Stock Exchange, at the

place where the shares of the Company are recorded

provided that in the territory of the Republic of

Indonesia.

If all members of Board of Directors are present or

represented, such a prior summon is not required and such

a meeting of the Board of Directors may be held anywhere

and entitled to take valid and binding resolutions.

6. The meeting of the Board of Directors shall be chaired by

President Director, in the absence of the President

64

Director or in his inability to attend, its evidence is

unnecessary to be given to the third party, then the

meeting of Board of Directors shall be chaired by a

member of the Board of Directors who is elected by and

from the members of the Board of Directors being present.

7. A member of Board of Directors may be represented in the

meeting of the Board of Directors only by another member

on the basis of a Power of Attorney.

8. The meeting of the Board of Directors shall be valid and

entitled to make binding resolutions if more than ½ (a

half) of the total number of members of the Board of

Directors are present or represented at the meeting.

9. The resolutions of meeting of Board of Directors shall be

made on the basis of deliberation for a consensus.

In case such resolutions on the basis of deliberation

for a consensus are not reached, then the resolutions

shall be made based on the agreed votes casting at the

latest more than ½ (a half) proportion of the total

numbers of the valid vote which is issued at the meeting.

10. If the agreed votes and the disagreed votes are balance,

then the Chairman of Meeting of Board of Directors who

shall determine, if regarding to a person it must be

drawn lots.

11. a. Each member of Board of Directors who is present

shall be entitled to issue 1 (one) vote and 1 (one)

65

additional vote for another member of the Board of

Directors that he represents.

b. Vote cast regarding to a person shall be done with

the close vote without signature, while the vote cast

regarding other matters shall be done orally, except

the Chairman of the meeting determines other without

any objection of the present members.

c. Blank votes and invalid votes shall be deemed not to

cast a vote lawfully and not exist and not to be

counted in determining the number of the votes

issued.

12. A member of Board of Directors personally by any means,

whether directly or indirectly, who has interest in a

transaction, contract or proposed contract, in which case

the Company to be one of the parties, it shall declare

its nature of interest in a meeting of Board of Directors

and he shall not be entitled to participate in vote cast

regarding the matters related to such transaction, except

if the Meeting of Board of Directors determines others.

13. Resolutions of the meeting of Board of Directors shall be

contained in report of meeting, to be singed by the

Chairman of Meeting and all members of Board of Directors

being present, and delivered to all members of Board of

Directors.

66

14. Board of Directors collectively with Board of

Commissioners shall hold a meeting in accordance with the

effective regulations of laws. The resolutions of meeting

shall be contained in report of meeting, to be singed by

the Chairman of Meeting and all members of Board of

Directors and Board of Commissioners being present, and

delivered to all members of Board of Directors and Board

of Commissioners.

15. In case there are members of Board of Directors and/or

members of Board of Commissioners who do not sign the

resolutions of meeting as intended in letter a and b, the

concerned persons shall state the reasons in writing in a

separate letters that is attached to the report of

meeting. The report of meeting as intended in letter a

and b shall be documented by the company.

16. This report of meeting shall be valid evidence, whether

for the members of Board of Directors, members of Board

of Commissioners, or other party concerning the

resolutions taken in the concerned meeting.

17. The Board of Directors may also make valid resolutions

without holding a meeting of Board of Directors, on

condition that all members of the Board of Directors have

been given notices in writing and all members of the

Board of Directors have approved the motion submitted in

writing and signing that approval.

67


that made validly at a meeting of the Board of Directors.

BOARD OF COMMISSIONERS

Article 16

1. Board of Commissioners shall consist of at least 2 (two)

persons, one of them is appointed as the President

Commissioner and one of them is appointed as Independent

Commissioner.

If the number of members of Board of Commissioners is

more than 2 (two) persons, then it must be appointed

Independent Commissioner with the number according to the

effective regulations of laws and/or regulations in the


2. Those who may be appointed as members of Board of

Commissioners shall be an individual upon his appointment

and upon his position fulfill the requirements determined

by the law and/or regulations in the field of Capital

Market.

3. Board of Commissioners shall consist of Commissioner,

Independent Commissioner and /or Deputy Commissioner.

4. Each member of Board of Commissioners must be

professional and competent which may support the conduct

of its duties and functions.

68

5. Board of Commissioners may appoint Deputy Commissioner to

represent Board of Commissioners based on the resolutions

of Meeting of Board of Commissioners.

6. Independent Commissioner shall be appointed according to

the resolutions of RUPS from the non affiliated party

with the main shareholder, the other members of Board of

Directors and/or members of Board of Commissioners.

7. Independent Commissioner and Deputy Commissioner have the

same supervisory duties with other members of Board of

Commissioners.

8. Members of Board of Commissioners shall be appointed by

RUPS, each for the period to be counted since the date

determined in RUPS which appoints them by closing of the

third Annual RUPS after their date of appointment, and

may be reappointed for the following period, without

reducing the right of RUPS to remove them at anytime.

9. RUPS may appoint other persons to fill the position of a

member of Board of Commissioners removed from his

position and RUPS may appoint a person as members of

Board of Commissioners to fill a vacancy.

Term of a person appointed to replace the members of

Board of Commissioners who is removed such a way or to

fill the vacancy shall be for the remaining terms of such

Board of Commissioners who is removed/replaced.

69

10. In case addition of members of the Board of

Commissioners, then the position of members of such Board

of Commissioners shall end accordingly with the end term

of other members of Board of Commissioners who is

appointed at last.

11. The members of Board of Commissioners shall be given

salary provided with facilities and other allowances

which the amount and type is stipulated by RUPS and such

authority by RUPS may be transferred to Board of

Commissioners by paying attention to the effective

regulations of laws.

12. In case of any causes, the position of members of Board

of Commissioners is vacant therefore the number to be

smaller from the minimal requirements stipulated in the

effective provisions, then in the period at least 90

(ninety) days since the vacant hereof, it shall be held

RUPS to fill such vacancy.

13. In case of any causes, all positions of members of Board

of Commissioners is vacant, then at the latest period of

90 (ninety) days since the vacant hereof, it shall be

done notices on the summon of RUPS to appoint new Board

of Commissioners.

14. A member of Board of Commissioners shall be entitled to

resign from his position by giving a notice in writing to

the Company on his intentions in period no later than 90

70

(ninety) days prior to the date of resignation; and to

the members of Board of Commissioners who resign to may

still be asked his responsibilities since the appointment

until his resignation in the following RUPS.

Regarding to the resignation mentioned above, then the

Company shall hold RUPS to decide the request of

resignation of the members of Board of Commissioners in

period no later than 90 (ninety) days after the receipt

of letter of resignation. Arrangement of RUPS shall be

done according to the articles of association, provisions

of law and effective regulations of Capital Market.

15. In case the members of Board of Commissioners resign

therefore to cause the number of members of Board of

Commissioners to be less than 2 (two) persons, then such

resignation shall be valid if it has been stipulated by

RUPS and it has been appointed by the new members of

Board of Commissioners therefore it fulfills the minimum

requirements of number of members of Board of

Commissioners.

16. The position of a member of the Board of Commissioners

shall terminate if :

a. the terms has ended

b. he resigns and it is approved by RUPS;

c. he no longer meets the requirements of the effective

provisions;

71

d. he dies;

e. he is removed from his position under a resolution

of the General Meeting of Shareholders; and

f. he is declared to be insolvent or put under amnesty

based on a decision of the Court.

17. The members of Board of Commissioners may serve

concurrently the position in accordance with the

provisions regulated by the law and/or regulations in the


DUTIES AND POWERS OF THE BOARD OF COMMISSIONERS

Article 17

The Board of Commissioners shall:

a. Conduct supervision for the policy of management, the

performance of the Company’s management in general,

whether regarding to the Company or the Company’s

business and to give advices to Board of Directors

for the Company’s needs and in accordance with the

purposes and objectives of the Company;

b. Conduct duties, responsibilities and authorities

according to the provisions of articles of

association of the Company, regulations of laws and

resolutions of RUPS.

With regard to the duties mentioned above, Board of

Commissioners shall make report on supervisory duties

72

which have been done for the last subsequent fiscal

year to be delivered to RUPS.

c. Collectively with the Board of Directors arrange the

guidance binding to each member of Board of Directors

and Board of Commissioners, in accordance with the

effective provisions of law and regulations of

Capital Market.

d. Collectively with the Board of Directors arrange the

ethical code applicable for all members of Board of

Directors and Board of Commissioners,

employees/staffs, and organ support owned by the

Company, in accordance with the effective provisions

of law and regulations of Capital Market.

e. In certain condition, it shall hold annual RUPS and

other RUPS in accordance with its authorities such as

regulated in the articles of association, provisions

of law and effective regulations in the field of

Capital Market.

1. In conducting supervision as intended in paragraph 1,

Board of Commissioners shall direct, monitor and evaluate

the performance of the Company’s strategic policy.

2. Board of Commissioners shall conduct duties and

responsibilities independently.

3. Board of Commissioners shall apply and ensure the

performance of risk management and Good Corporate

73

Governance principles in every business activity of the

Company in all levels and organization ranks.

4. In order to support the performance of duties as

mentioned in paragraph 1 above, the Board of

Commissioners shall:

a. Arrange Work Guide of Board of Commissioners;

b. Evaluate and approve business plan of the Company;

c. Assist and support business of development and

expansion of the Company;

d. Suggest appointment of Public Accountant for the

recommendation of Committee of Audit to conduct audit

for fiscal report of the Company for obtaining

approval of RUPS;

e. Make report of meeting of Board of Commissioners and

keep the original; and

f. Report to the Company concerning its ownership of

shares and/or relatives to the Company and other

company.

5. Board of Commissioners at any time during the Company’s

business hours have access to the Company's premises

other places used or controlled by the Company and have

the right to inspect all books, documents and other

evidential tools, to examine and verify the condition of

cash and others and have the right to know all actions

performed by the Board of Directors.

74

6. The Board of Directors and each member hereof shall

obligate to give information on anything asked by the

Board of Commissioners.

7. The Board of Commissioners at anytime may remove

temporary one or more members of Board of Directors, in

case the members of Board of Directors act in conflict

with the articles of association and/or the effective

regulations of laws.

8. Such temporary removal must be informed to the concerned

persons provided with the reasons.

9. At the latest period of 90 (ninety) days after such

temporary removal, Board of Commissioners shall be

obliged to hold Extraordinary RUPS which will decide

whether the concerned members of Board of Directors shall

be permanently removed or returned into his former

positions, while the members of Board of Directors

removed temporarily shall be given an opportunity to

defend oneself. If such RUPS does not been conducted in

the stipulated period, therefore the temporary removal

shall be void by law, and the concerned persons shall be

entitled to return into his former positions.

10. The meeting mentioned in paragraph 10of this Article

shall be chaired by President Commissioner and in case

the absence, by one of the members of Board of

Commissioners and in case there is no members of Board of

75

Commissioners being present, then the meeting shall be

chaired one person elected by and from among them being

present. Such inability to attend, its evidence is being

unnecessary to be given to other persons.

11. If such RUPS shall not be done in the period of 90

(ninety) days after such temporary removal, therefore the

temporary removal shall be void by law, and the concerned

persons shall be entitled to return into his former

positions.

12. In case all members the Board of Directors are removed

temporary and the Company does not have any members

hereof, then for temporary the Board of Commissioners

shall be obliged to manage the Company, then for

temporary the Board of Commissioners shall be entitled to

grant the temporary authorization to one or more among

members of Board of Commissioners in bear of Board of

Commissioners.

13. In case there is only a member of Board of Commissioners,

so the duties and authorization given to the President

Commissioner or members of Board of Commissioners in

these Articles of Association shall apply for him too.

76

MEETING OF BOARD OF COMMISSIONERS

Article 18

1. Meeting of the Board of Commissioners shall be held

periodically according to the effective provisions of

regulations of laws in the field of Capital Market.

2. Board of Commissioners shall be obliged to schedule the

meeting of Board of Commissioners for the following year

prior to the closing of fiscal year. In the scheduled

meeting, the agenda of meeting shall be delivered at the

latest 5 (five) days prior to the meeting.

3. Meeting of Board of Commissioners shall be held at the

Company’s domicile or at the Place of the Company runs

the business or at the domicile of Stock Exchange, at the

place where the shares of the Company are recorded

provided that in the territory of the Republic of

Indonesia.

If all members of Board of Commissioners are present or

represented, such a prior summon is not required and such

a meeting of the Board of Commissioners may be held

anywhere and entitled to take valid and binding

resolutions.

4. The meeting of the Board of Commissioners shall be

chaired by President Commissioner, in the absence of the

President Commissioner or in his inability to attend, its

evidence is unnecessary to be given to the third party,

77

then the meeting of Board of Commissioners shall be

chaired by a member of the Board of Commissioners who is

elected by and from the members of the Board of

Commissioners being present.

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

the meeting of the Board of Commissioners only by another

member on the basis of a Power of Attorney.

6. The meeting of the Board of Commissioners shall be valid

and entitled to make binding resolutions if more than ½

(a half) of the total number of members of the Board of

Commissioners are present or represented at the meeting.

7. The resolutions of meeting of Board of Commissioners

shall be made on the basis of deliberation for a

consensus.

- In case such resolutions on the basis of deliberation

for a consensus are not reached, then the resolutions

shall be made based on the agreed votes casting at the

latest more than ½ (a half) proportion of the total

numbers of the valid vote which is issued at the meeting.

9. If the agreed votes and the disagreed votes are balance,

then the Chairman of Meeting of Board of Commissioners

who shall determine, if regarding to a person it must be

drawn lots.

10. Each member of Board of Commissioners who is present

shall be entitled to issue 1 (one) vote and 1 (one)

78

additional vote for another member of the Board of

Commissioners that he represents.

11. Vote cast regarding to a person shall be done with the

close vote without signature, while the vote cast

regarding other matters shall be done orally, except the

Chairman of the meeting determines other without any

objection of the present members.

12. Blank votes and invalid votes shall be deemed not to cast

a vote lawfully and not exist and not to be counted in

determining the number of the votes issued.

13. A member of Board of Commissioners personally by any

means, whether directly or indirectly, who has interest

in a transaction, contract or proposed contract, in which

case the Company to be one of the parties, it shall

declare its nature of interest in a meeting of Board of

Commissioners and he shall not be entitled to participate

in vote cast regarding the matters related to such

transaction, except if the Meeting of Board of

Commissioners determines others.

14. The Board of Commissioners may also make valid

resolutions without holding a meeting of Board of

Commissioners, on condition that all members of the Board

of Commissioners have been given notices in writing and

all members of the Board of Commissioners have approved

79

the motion submitted in writing and signing that

approval.


that made validly at a meeting of the Board of

Commissioners.

15. Board of Commissioners collectively with Board of

Directors shall hold a meeting in accordance with the

effective regulations of laws. The resolutions of meeting

shall be contained in report of meeting, to be singed by

the Chairman of Meeting and all members of Board of

Commissioners and Board of Directors being present, and

delivered to all members of Board of Commissioners and

Board of Directors.

16. In case there are members of Board of Directors and/or

members of Board of Commissioners who do not sign the

resolutions of meeting as intended in letter a and b, the

concerned persons shall state the reasons in writing in a

separate letters that is attached to the report of

meeting. The report of meeting as intended in letter a

and b shall be documented by the company.

WORK PLAN, FISCAL YEAR AND ANNUAL REPORT

ARTICLE 17

Board of Directors declares the Work Plan which contains the

Annual Budget of the Company to the Board of Commissioners

80

for obtaining the approval prior to the commencing of Fiscal

Year.

1. Work Plan such meant in paragraph (1) must be declared at

the latest 30 (fourteen) calendar days prior to the

commencing of the next Fiscal Year.

2. The fiscal year of the Company commences from the 1st

(first) day of January through the 31st (thirty first)

day of December. At the end of December each year, the

books of the Company shall be closed.

3. At the latest 5 (five) months after the closing of fiscal

year of the Company, Board of Directors shall arrange

annual report according to the provisions of the


4. Annual report shall be signed by all members of Board of

Directors and Board of Commissioners, in case there are

members of Board of Directors and Board of Commissioners

hereof who do not sign the annual report, it must be

stated the reasons in writing, in case the members of

Board of Directors and/or members of Board of

Commissioners do not sign and not provide the reasons,

therefore the concerned persons are deemed to have

approved the content of annual report.

5. The Board of Directors provides Annual Report at the

Office of Company in order to be able to be examined by

the Shareholders since the date of Summons to the Annual

81

General Meeting of Shareholders.

6. The Board of Directors shall deliver the annual

calculation of the Company to Public Accountant appointed

by RUPS and/or Board of Commissioners and/or Board of

Directors based on the authority given by RUPS to be

examined. Report for the examination result of the Public

Accountant shall be delivered in writing to Annual RUPS.-

7. The Approval of Annual Report including legalization of

Fiscal Report and report of supervisory duties of the

Board of Commissioners shall be done by RUPS.

Approval of Annual RUPS for annual report including

legalization of Fiscal report and report of supervisory

duties of the Board of Commissioners shall give release

of responsibility fully to the Board of Directors for

management act and give release of responsibility fully

to the Commissioner for the supervisory act done in the

fiscal year regarding to the annual report and report of

supervisory duties of the Board of Commissioners which is

approved, as long as that performances to be reflected in

Annual Report and supervisory duties of the Board of

Commissioners.

8. The company shall announce the balance sheet and the

calculation of profit and loss in 2 (two) Indonesian

daily newspapers which one of them is widely circulated

and the other is published at the domicile of the

82

Company, at the latest in the end of 3 (third) months

after the date of annual fiscal report.

USE OF PROFIT AND DIVIDE OF DIVIDENT

Article 20

1. The net profit of the Company in a Fiscal Year as

contained in the balance sheet and the calculation of

profit and loss which have been legalized by the Annual

General Meeting of Shareholders, and it shall be the

positive profit balance to be divided according to method

of use determined by the said General Meeting of

Shareholders.

2. In case of the Annual General Meeting of Shareholders

does not determine others, therefore the net profit after

being reduced with reserved fund obliged by the law and

Articles of association of the company shall be

distributed as dividend.

3. Dividend may only be paid if the Company has positive

profit balance based on the resolutions taken in RUPS, in

the resolutions it also determines time of payment and

type of dividend.

Dividend for each share must be paid to a person on

behalf of the shares recorded in the list of shareholders

in the business hours which will be determined by or for

the powers of RUPS in which the resolutions for

83

distribution of dividend are taken.

Date of payment must be announced by the Board of

Directors to all shareholders.

Payment of dividend shall be done in accordance with the

effective regulations of laws and regulations in the


4. The company may distribute interim dividend prior to the

closing of the fiscal year of the Company, if the amount

of net asset of the Company does not become lesser than

the amount of subscribed and deposited capital to be

added with compulsory reserve and the financial condition

of the Company enables, then according to the resolutions

of Meeting of the Board of Directors after obtaining

approval from the Board of Commissioners shall be allowed

to distribute interim dividend, with the provision that

later it will be calculated with the dividend approved by

the following Annual RUPS and the distribution of interim

dividend shall not disturb or cause the Company to unable

to fulfill its obligations to creditors or disturb the

Company’s activities, by paying attention to the


5. In case after the end of fiscal year, such apparently the

Company suffers loss, interim dividend which has been

distributed must be returned by shareholders to the

Company. The Board of Directors and the Board of

84

Commissioners are responsible mutually for the loss of

the Company in case the shareholders may not able to

return such interim dividend.

6. If the profit and loss statement in such a Fiscal Year

indicates loss that cannot be covered by the Reserved

Fund, then the loss shall be still recorded and entered

into the profit and loss calculation, and in the

subsequent Fiscal Year the Company shall be deemed not to

have any profits as long as the loss recorded and entered

into the profit and loss calculation has not been closed

yet, without reducing the effective regulations of laws.

7. By paying attention to the income of the Company in the

concerned fiscal year from the net income such as said in

the balance sheet and the calculation of profit and loss

which have been legalized by Annual RUPS and after it is

reduced by income tax, it may be given tantiem to the

members of the Board of Directors and the Board of

Commissioners of the Company that the amount shall be

determined by RUPS.

8. Notification concerning dividend and temporary dividend

shall be announced at least in 2 (two) Indonesian daily

newspapers, one of them are widely/nationally circulated.

9. Dividend which is not taken after 5 (five) years to be

counted since the stipulated date for payment of dividend

at last, it is included in special reserve, RUPS shall

85

arrange the procedure of dividend withdrawal that has

been included in the special reserve. Dividend which has

been included in the special reserve as mentioned above

and which is not take in the period of 10 (ten) years

shall be the right of the Company.

10. With regard to shares recorded in Stock Exchange, it

shall apply the regulations of Stock Exchange at the

place where the shares of the Company are recorded.

USE OF RESERVED FUND

Article 21

1. The Company shall separate certain amount from net profit

of each fiscal year for reserve, which is determined by

RUPS by paying attention to the effective regulations of

laws.

2. Obligations of separation for the reserve shall apply if

the Company has positive profit.

3. Separation of net profit for reserve is done until the

reserve reaches at least 20 % (twenty percent) of the

amount of subscribed and deposited capital.

4. Reserve fund which has not reached the amount as meant in

paragraph 3 of this Article hereof may only be used to

cover the loss which is not fulfilled by other reserved

fund.

5. If the total reserved fund has exceeded the total 20%

86

(twenty percent) of the amount of subscribed and

deposited capital, then the General Meeting of

Shareholders can decide in order the excessive fund to be

used for the needs of the Company.

6. The Board of Directors must manage the excessive reserve

fund as meant in paragraph 5 of this Article hereof, so

that such reserve fund obtains profit, in the proper

manner with the approval of the Board of Commissioners

and by paying attention to the effective regulations of

laws. Each profit obtained from Reserve Fund must be

included in the profit/loss of the Company.

CLOSING PROVISIONS

Article 22

All matters which have not or not been regulated yet in these

Articles of Association, it shall be decided in the General

Meeting of Shareholders by paying attention to the provisions

in the effective regulations.

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