J l. HR. Rasuna S a id K a v. 6-7 K u n i n g a n S o u t h J a k a r t a T e lp. (0 2 1 ) Hu n t i n g

Transcription

1 LOGO MINISTRY OF LAW AND HUMAN RIGHTS THE REPUBLIC OF INDONESIA DIRECTORATE JENDRAL PUBLIC LAW ADMINISTRATION J l. HR. Rasuna S a id K a v. 6-7 K u n i n g a n S o u t h J a k a r t a T e lp. (0 2 1 ) Hu n t i n g N u m b e r : AHU- AH A t t a c h m e n t : R e. : Accept a n c e o f t h e Not if ic a t i o n o f N o t a r y Pu b l i c Am e n d m e n t s t o t h e Ar t ic l e s o f I r. Na n e t t e C a h y a n i e A s s o c iat i o n o f the Per u s a h a a n H a n d a r i Adi W a r s ito S. H P e r s e r o a n ( P e r s e r o ) P T J a s a J l Pa n g l ima Po lim V N o. 1 1 M a r g a ( I n d o n e s i a Highw a y A d m in i s t r a t i v e C it y Cor p o r a t a m a ) T b k. S o u t h J a k a r t a A c c o r d i n g t o t h e d a t a in th e Amendment Recording Format maintained i n t h e L e g a l Ent it y A d m in i s t r a t io n S y s t e m b a s e d o n t h e Not a r ia l De e d N u m b e r 98, d a t e d 2 8 Apr i l d r a wn u p b y t h e Not a r y P u b l i c I r. N A N ET T E CAHYANI E HANDARI ADI W A R SITO S. H domiciled in th e A d m in i s t r a t i v e C it y So u t h J a k a r t a in c lu d ing supportive docum e n t s, r e c e i v e d o n 2 8 A p r i l , r e g a r d i n g th e a m e n d m e n t s t o A r t ic le 4 P a r a g r a p h 3, Artic le 4 Par a g r a p h 4, Artic l e 4 Par a g r a p h 5, Artic l e 4 P a r a g r a p h 6, Artic le 4 Par a g r a p h 7, Artic l e 4 Par a g r a p h 8, Artic l e 4 P a r a g r a p h 9, Artic le 4 Par a g r a p h 1 0, A r t ic le 5, Artic l e 6, A r t ic le 7, A r t ic le 8, Artic l e 9, Article 1 0, Artic le 11, Article 1 2, Artic l e 1 3, Artic l e 1 4, Article 1 5, Artic l e 1 6, Artic l e 1 7, Artic l e 1 8, Artic l e 1 9, Artic l e 2 0, A r t ic le 2 1, Artic le 22, Article 2 3, Article 24, Artic l e 2 5, Article 2 6, A r t ic le 2 7, Artic le 28, Article 2 9, Artic l e 3 0, Artic l e 3 1, A r t ic le 32,of t h e PERUSHAAN P E R S ERO AN ( P E RSERO) PT J AS A M AR G A 9 I N DONESI A H I G HW AY CO RPO R AT AM A ) T b k. a b b r e v i a t e d P T J AS A M AR G A ( P E RSERO) T b k. d o m ic i le d in th e A d m i n istrat i v e C it y Ea s t J a k a r t a wa s r e c e i ve d a n d r e g i s t e r e d in th e L e g a l Ent it y A d m in i s t r a t i v e S y s t e m. I s s u e d in J a k a r t a, 2 8 Apr i l

2 O n b e h a lf of T H E MINI ST E R OF JUST I CE A N D HUMA N RIGHT S T H E REPUBLIC OF I NDO N ESI A D I R E CT O RAT E JENDRAL OF P U BLI C L AW A D MI N I ST RAT I O N s ig n e d D R. F REDDY H ARRIS, SH. LL. M, A CCS P r inted on 2 8 A p r i l C o m p a n y L i s t No. AH U AH o f d a t e 2 8 Ap r i l T h i s n o t i f i c a t i o n i s j u s t a c e r t i f i c a t e, n o t a S t a t e A d m i n i s t r a t i v e P r o d u c t T h e r e c e i p t o f t h i s N o t i f i c a t i o n i s p r i n t e d f r o m S AB R I I, HARSO SUTANDYO, SWORN TRANSLATOR, registered with the Ministry of Justice and Human Rights in Jakarta Indonesia, do hereby declare this to be a true and correct translation of the original in Indonesian. Jakarta, 09 May

3 NOTARY & LAND DEED OFFICER Ir. NANETTE CAHY ANIE HANDARI ADI WARSITO, SH D e c i s io n o f t h e Mi n i s t e r o f t h e L a w and H u m a n R ig h t s Republic I n d o n e s ia N u m b e r : AHU A H T h , d a t e d 0 2 A u g u s t CONVEYANCER (PPAT) DECISION OF THE MINISTER OF AGRARIA AND SPATIAL LAYOUT/ HEAD OF THE NATIONAL LAND AGENCY NUMBER: 3/KEP-17.3/I/2015, DATED 08 JANUARY 2015 S T AT E M E N T O F A M EETING RESOLUTION L I M I T E D L I AB I L I T Y COMPAN Y P T J AS A M AR G A ( I NDO N ESI A H I G HW AY CO RPO R AT AM A) T b k a b b r e v i a t e d P T J AS A M AR G A ( PERSERO) T b k D a t e : 2 8 Ap r i l N o. 9 8 ( COPY) J L. P A N G L I M A P O L I M V / 1 1, K E B A Y O R A N B A R U, J A K A R T A P h o n e : F a x. : e - m a i l : c a h y a n i e 7 y a h o o. c o. i d e - m a i l : p o e r b a n i n g s i y a h o o. c o m 1

4 STATEMENT OF MEETING RESOLUTION PERUSAHAAN PERSEROAN (PERSERO) PT JASA MARGA (INDONESIA HIGHWAY CORPORATAMA) Tbk abbreviated as PT JASA MARGA (PERSERO) Tbk -Number: 98-10:00 O clock AM Western Indonesian Time -On this day, Friday, (twenty-eight April two thousand seventeen). -Appeared in my, Eng. NANETTE CAHYANIE HANDARI ADI WARSITO B.A (Hons) Law, presence, a Notary in Jakarta, in the presence of witnesses whom I, the Notary, know and whose names shall be mentioned at the end of this deed. Ms DESI ARRYANI, who was born in Jakarta, on (twenty-nine December one thousand nine hundred sixty-two), an Indonesian Citizen, President Director of a company to be mentioned below, who resides in West Jakarta, Jalan H. Rausin number: 45, Neighbourhood Association (RT) 002, Community Association (RW) 008, Sub-District Kelapa Dua, District Kebon Jeruk; -Holder of Population Registration Number: which shall expire on (twenty-nine December two thousand seventeen). -According to her statement in this matter acting in her above mentioned capacity and therefore representing the Board of Directors of and therefore for and on behalf and officially representing PERUSAHAAN PERSEROAN (PERSERO) PT JASA MARGA (INDONESIA HIGHWAY CORPORATAMA) Tbk abbreviated as PT JASA MARGA (PERSERO) Tbk, domiciled in East Jakarta, of which its articles of association was totally amended in the framework of socializing its share and announced in the State Gazette Republic of Indonesia dated (thirty October two thousand seven) number: 87, Supplement number: and again totally amended to comply with Law Number: 40 of 2007 (two thousand seven) regarding Limited Liability Companies and announced in the State Gazette Republic of Indonesia dated (twelve December two thousand eight) number 100, Supplement number: The articles of association were lastly amended by: - deed dated (twenty-six March two thousand fifteen) number 61, drawn up in my, the Notary, presence, of which the notification of such amendment was received by the Ministry of Law and Human Right Republic of Indonesia as evidence from its Receipt of Notification dated (twentyseven March two thousand fifteen) number AHU-AH and 2

5 announced in the Supplement number 1160 L of the State Gazette Republic of Indonesia dated (twenty-seven November two thousand fifteen). - dated (twenty December two thousand sixteen) number 39, drawn up in my, the Notary, presence, of which the notification of such amendment was received by the Ministry of Law and Human Right Republic of Indonesia as evidence from Receipt of Notification dated (twenty-one November two thousand sixteen) number AHU-AH The latest formation of the Company s Board of Commissioners and Board of Directors as contained in a deed dated (twenty-three March two thousand seventeen) number: 37, drawn up in my, the Notary, presence. The process of notification of this deed concerning the changes in the company s data was received by the Ministry of Law and Human Rights Republic of Indonesia by its letter dated (twenty-four March two thousand seventeen) number: AHU-AH (hereinafter to be referred to as Company ). -The Appearer acting as mentioned above firstly stated in this deed: that on Wednesday, dated (fifteen March two thousand seventeen), in the Mawar Room 2 nd Floor of Gedung Balai Kartini, Jalan Jenderal Gatot Subroto Kav 37 South Jakarta, was held an Annual General Meeting of the Company s Shareholders (a-gms) (hereinafter to be referred to as Meeting ). -whereas such Company s Minutes of Meeting is contained in my, the Notary, deed dated (fifteen March two thousand seventeen) number: 20. -That in such Meeting was attended and/or represented by the Serial A Dwiwarna Shareholders and the Serial B Shareholders or proxies, collectively amounting to (five billion nine hundred ninety-five million five hundred eight thousand four hundred fifty-two) number of shares or representing % (eighty-two point six zero seven percent) of all the shares with valid voting right issued by the Company of 1 (one) Share of a Serial A Dwiwarna and (seven billion two hundred fifty-seven million eight hundred seventy-one thousand one hundred ninety-nine) Shares Serial B, by observing the Company s Shareholder Register as of (twenty February two thousand seventeen) until o clock Western Indonesian Time and by observing the owner of Balance of securities account in the Collective Custody of PT Kustodian Sentral Efek Indonesia at the closing of share trading as of (twenty February two thousand seventeen). So therefore the provision regarding the quorum of attendance in the Meeting were met and the Meeting was valid and enabled to pass valid and binding resolutions of the Company s Shareholders for the Meeting Agenda. 3

6 -whereas, such Meeting was held to approve: The Amendments to the Company s Articles of Association -The appearer was given an authorization and attorney with the right of substitution to state in a separate Notarial deed regarding the resolution in such Meeting agenda and conduct all actions needed related to such Meeting agenda resolution according to applicable laws and regulation, including to register/notify the amendment of the articles of association and formation of the Company s Board of Directors and Board of Commissioners to those in authority. -According to the attorney bestowed by such Meeting, the appearer herewith state whereas in such Company s Meeting was resolved by a majority vote to: 1. approve the amendment and/or reformation of the overall Company s Articles of Association in line with the uniformation the Articles of Association of the Public State Owned Enterprises (SOE) and meeting the good governance in the regulation of Capital Market. 2. To provide authorization and power of attorney to the Company s Board of Directors to state in a separate Notarial deed in the framework to amend this Articles of Association and to conduct all actions needed related to obtain ratification on the amendment of this Articles of Association, including the amendment related to the Meeting resolution regarding such amendment of Articles of Association pursuant to the prevailing laws and regulation. Henceforward the Company s articles of association shall read as follows: NAME AND PLACE OF DOMICILE Article 1 1. This Limited Liability Company is named PERUSAHAAN PERSEROAN (PERSERO) PT JASA MARGA (INDONESIA HIGHWAY CORPORATAMA) Tbk. Abbreviated PT JASA MARGA (PERSERO) Tbk. (hereinafter in this articles of association abbreviated as Company, domiciled and head office in East Jakarta. 2. The Company may open branches or representatives in other places, both inside or outside the territory of the Republic of Indonesia as stipulated by the Board of Directors and approved by the Board of Commissioners. TENURE OF THE COMPANY Article 2 4

7 The Company is incorporated for an unlimited time and starting on (twenty-two February one thousand nine hundred eighty-two). OBJECTIVES AND GOALS AND BUSINESS ACTIVITIES Article 3 1. The objectives and goals of the Company are to participate in the implementation and support the Government policies and programs in the field of economy and national development in general, especially development in the field of Toll Roads and its supportive means by applying the principles of a limited liability company. 2. To attain its objectives and goals referred to in paragraph 1 this article the Company may conduct the following business activities: a. Conduct technical planning, construction implementation, operation and/or maintenance of toll roads. b. To exploit land in the toll road vicinity and land adjacent to the toll roads for resting places and services, including all facilities and other businesses. 3. Besides its main business operation as mentioned in paragraph 2 this Article, the Company may conduct supportive business activities, by observing laws and regulations, covering: a. Property development in the area in the vicinity of the toll road corridors; b. Service development for businesses related to the moda/transportation means, liquid/solid/gas material distribution, information means of networking, technology and communication, related to the toll corridors; c. In the field of service and trade to serve the construction maintenance and toll road operation. Capital Article 4 1. The Authorized Capital of the Company amount to Rp9.520,000,000,000 (nine trillion five hundred twenty billion rupiah) divided into: a. 1 (one) Serial A Dwiwarna Share, and b (nineteen billion thirty-nine million nine hundred ninety-nine thousand nine hundred ninety-nine) Serial B Shares, with a respective Share nominal value of Rp (five hundred rupiah). 2. From such authorized capital was placed in and a cash deposit of Rp 3.628,935,600,000 (three trillion six hundred twenty-eight billion nine hundred thirty- 5

8 five million six hundred thousand rupiah) or 38% (thirty-eight percent) or (seven billion two hundred fifty-seven million eight hundred seventy-one thousand two hundred) number of Shares with a total nominal value consisting of: a. 1 (one Serial Dwiwarna Share with total nominal value of Rp 500 (five hundred rupiah) b (seven billion two hundred fifty-seven million eight hundred seventy-one thousand one hundred ninety-nine) Serial B Shares, with total nominal value of Rp 3,628,935,599,500 (three trillion six hundred twenty-eight billion nine hundred thirty-five million five hundred ninety-nine thousand five hundred rupiah) % (one hundred percent) of the nominal value of each Share subscribed above, or in total amounting Rp3,628,935,600,000 (three trillion six hundred twenty-eight billion nine hundred thirty-five million six hundred thousand rupiah) was taken part and fully deposited by the respective Company s Shareholders. 4. By still observing prevailing laws including the regulations in the Capital Market, deposit of Share may be conducted in the form of money or in kind. 5. Deposit on Share in kind besides money, both in tangible or intangible goods must meet the following requirements: a. Goods deposited as capital must be announced to the public at the time of the call for the General Meeting of Shareholders (hereinafter referred to as GMS ) regarding such deposit; b. Goods deposited as capital must be assessed by an Appraiser registered in the OJK and not put up as security by whatsoever means; c. Obtain the approval of the GMS with a quorum as regulated in Article 25 paragraph 1; d. In the event that the goods deposited as capital is conducted in the form of a limited company s Share conducting Public Offering or public company listed in the Stock Exchange, its price must be stipulated based on reasonable market value; and e. In the event that such deposit has its source from a retained profit, the Share agio, Company s net profit, and/or equity capital, the retained profit, Share agio, Company s net profit, and/or equity capital is already contained in the last Annual Financial Statement audited by an Accountant registered in the OJK, with an unqualified opinion. 6

9 6. Share still in portfolio shall be issued by the Board of Directors according to the need of company s capital by the time and means and price as well as requirements stipulated by the Board of Directors Meeting with the approval of a GMS by observing stipulation contained in the Articles of Association and prevailing Laws and Regulations in the field of Capital Market in Indonesia, and such disposal must not be with a price under par. 7. Any additional capital through an issuance of Equity Security (Equity Security are Security which can be converted into Shares or Security with the pre-emptive Right from the Company s Share), conducted with the following provisions: a. Any additional capital through issuance of Equity Security by subscription, must be conducted by providing Pre-emptive Right (hereinafter refer to as HMETD ) to the Shareholders whose names are registered in the Company s Share Register on the date stipulated by a GMS approving the issuance of Equity Security in an amount proportional to the number of Shares registered in the Company s Share Register on behalf of the respective Shareholders at such date, and the Company must announce the information of the plan for additional capital by providing HMETD to the Shareholders concerned by observing the provisions in the field of Capital Market. b. Without prejudice to the prevailing provision in the Capital Market for the issuance of Equity Security without pre-emptive right to the Shareholders can be conducted in the event that the Share issuance is: b.1. Directed to the employees of the Company; b.2. Directed to the holders of bonds or other Security which can be converted into Share, issued with the approval of a GMS; b.3. Conducted in line with the reorganization and/or restructurization approved by GMS; and/or b.4. Specifically directed to the Republic of Indonesia as Holder of Serial A Dwiwarna Share. c. HMETD can be assigned and traded within period as stipulated in prevailing Laws and Regulation and provision in the Capital Market. d. Equity Security to be issued by the Company and not taken by holder of HMETD must be allocated to all Shareholders wishing to do additional subscription on such Equity Security, with the stipulation that if the number of Equity Security subscribed exceed the number of such Equity Security to be issued, Equity Security which are not taken must be allocated proportional to the number of 7

10 HMETD conducted by the respective Shareholders subscribing to such Equity Security. e. In the event that there are still Equity Securities which are not taken part by the Shareholders as contemplated in paragraph 6 letter d hereof, in the event of a standby buyer, such Equity Securities must be allocated to certain Party acting as standby buyer with a similar price and requirements. f. The implementation of Share issuance in portfolio for Security which can be converted into Share or Security with pre-emptive right, may be conducted by the Board of Directors based on the previous Company s GMS approving such issuance of Security. g. Deposit of additional capital shall be effective after the actual deposit, and the Share issued has the same Right to Share with the same classification issued by the Company, without prejudice to the Company s obligation to handle the notification to the Minister of Law and Human Right. 8. Additional authorized capital of the Company can only be conducted pursuant to a GMS resolution. Amendment to the Articles of Association in the framework of changes to the authorized capital must be approved by the Minister of Law and Human Right with the stipulation: a. Additional authorized capital impacting on the subscribed capital and deposited capital to become less than 25% (twenty-five percent) of the authorized capital, can be conducted as long as it: a.1. Has obtained the approval of a GMS to an additional authorized capital; a.2. Has obtained the approval of the Minister of Law and Human Right; a.3. Additional subscribed and paid in capital to become at least 25% (twentyfive percent) must be conducted within the period of 6 (six) months after the approval of the Minister of Law and Human Right; a.4. In the event of an additional paid in capital as contemplated in paragraph 8 letter a.3 hereof, is not totally met, the Company must again amend its Articles of Association, so that the authorized capital and paid in capital meet the provisions of the Law on Limited Liability Company (hereinafter referred to as UUPT ), within a period of 2 (two) months after the period referred to in paragraph 8 letter a.3 hereof is not met; 8

11 a.5. The GMS approval as contemplated in paragraph 8 letter a.1 hereof includes also the approval to amend the Articles of Association as contemplated in paragraph 8 letter b hereof. b. Amendment to the Articles of Association in line with the additional authorized capital shall be effective after a capital deposit resulting into paid in amount to become at least 25% (twenty-five percent) of the authorized capital and has the same Right with other Shares issued by the Company by observing the provisions in this Articles of Association, and without prejudice to the Company s obligation to handle the ratification of the Articles of Association amendment from the Minister of Law and Human Right on such implementation of such paid in capital addition. 9. Any additional capital through issuance of an Equity Security can deviate from such provisions mentioned above, if the Law and Regulation, especially the Law and Regulation in the field of Capital Market and regulation of the Stock Exchange where such Company s Shares are listed stipulate otherwise. 10. A GMS as referred to in this article must be attended by the Serial A Dwiwarna Shareholder and such Meeting resolution must be approved by the Serial A Dwiwarna Shareholder. Shares Article 5 1. All Shares issued by the Company are Shares on name registered in the Shareholder Register consisting of: a. A Serial A Dwiwarna Share especially only owned by the Republic of Indonesia; and b. Serial B Shares which can be owned by the Republic of Indonesia and/or the public. 2. In the Articles of Association what is meant by Shares are Serial A Dwiwarna Share and Serial B Shares, what is meant by Shareholders are the Serial A Dwiwarna Shareholder and the Serial B Shareholders, except if especially stated otherwise. 3. The Company only acknowledge one person or one legal entity as the party authorized to conduct the Right given by law on such Share. 4. a. As long as the Articles of Association does not stipulate otherwise, the Serial A Dwiwarna Shareholder, the Serial B Shareholders has the same right and every 1 (one) Share provide 1 (one) vote. b. According to this Articles of Association, a Serial A Dwiwarna Shares is a Share especially owned by the Republic of Indonesia which provide to its holder a special Right as the Serial A Dwiwarna Shareholder. 9

12 c. The Special Rights of the Serial A Dwiwarna Shareholders are: c.1. The Right to approve in a GMS regarding the following matters: c.1.1. Approval to the amendment of the Articles of Association; c.1.2. Approval to the changes in capital; c.1.3. Approval on the appointment and dismissal of the member of the Board of Directors and Board of Commissioners; c.1.4. Approval related to amalgamation, merger, acquisition, separation and dissolution; c.1.5. Approval for the remuneration of the members of the Board of Directors and Board of Commissioners; c.1.6. Approval to the transfer of asset based on the Articles of Association must have the approval of the GMS; c.1.7. Approval regarding participation and decrease in the percentage of capital participation in another company based on the Articles of Association must have approval of a GMS; c.1.8. Approval regarding the appropriation of profit; c.1.9. Approval regarding investment and long term financing which is not operational in nature based on the Articles of Association must have the approval of a GMS. c.2. The Right to propose a candidate member of the Board of Directors and member of Board of Commissioners; c.3. The Right to propose agenda in the GMS; c.4. The Right to request and access the Company s data and document, with a mechanism of right utilization according to the provisions in the Articles of Association and Laws and Regulation. d. Except if such special Right as referred to in paragraph 4 letter c this article and in other part of this Articles of Association, Serial B Shareholders has the same Right, by observing Article 25. e. Serial B Shares are common Shares on name which can be owned by the Republic of Indonesia and/or the public. 5. If a Share is transferred due to inheritance or based on other reasons and become owned by more than 1 (one) person, those collective owners must assign one among them and the one appointed shall be registered as their mutual proxy in the Shareholder Register, and the one appointed empowered is the only one who has the Right to exercise the Rights given by law on such Share. 10

13 6. In the event that the collective owners neglect to notify in writing to the Company regarding the appointment of their mutual proxy, the Company shall treat the Shareholder whose name register in the Company s Shareholder Register as the only valid holder of such Share (-s). 7. Any Shareholders according to law must comply to the Company s Articles of Association and all resolution validly taken in GMS and prevailing Laws and Regulations. 8. On all the Company s Shares listed in the Stock Exchange the Laws and Regulation in the Capital Market and the regulation in the Stock Exchange, where those Company s Share are listed is applicable. Share Certificate Article 6 1. Evidence of Share Ownership is as follows: a. In the event that the Company s Share is not included in the Collective Custody in the Holding and Settlement Institution, the Company must give proof of Share ownership in the form of a Share Certificate or collective Share Certificate to its Shareholder. b. If the Company s Share is entered into the Collective Custody of the Holding and Settlement Institution the Company must give proof of Share ownership in the form of a Share Certificate or collective Share Certificate, the Company must issue Share certificate or written confirmation to the Holding and Settlement Institute as evidence of the share being recorded in the Company s Shareholder register. 2. The Company issues the Share certificate on the name of its owner registered in the Company s Shareholder Register, pursuant to the Regulation in the field of Capital Market and prevailing provision in the Stock Exchange where those Company s Share are listed. 3. The Company may issue a collective Share certificate as prove of the ownership of 2 (two) or more Share owned by one Shareholder. 4. A Share certificate must at least contain the: a. Name and address of the Shareholder; b. Serial Number of the Share Certificate; c. Date of Share certificate issuance; d. Nominal value of the Share. 5. A collective Share certificate must at least contain: a. Name and address of Shareholder; 11

14 b. Serial Number of collective Share certificate; c. Date of collective Share certificate issuance; d. Nominal value of the Share and collective Share value; e. Number of Share and serial number of the concerned Share. 6. Every Share certificate and/or collective Share certificate and/or conversion bond and/or warrant and/or other securities which can be converted into a Share must be signed by the President Director together with the President Commissioner or in the event the President Commissioner is prevented which impediment does not have to be proven to a third party, the President Director together with one of the member of the Board of Commissioners or in the event that the President Director and President Commissioner is prevented which does not have to be proven to a third party, one of the Directors together with a member of the Board of Commissioners shall sign such certificate, such signature can be directly printed on the Share certificate and/or collective Share certificate and/or conversion bond and/or warrant and/or other securities which can be converted into a Share, by observing prevailing Laws and Regulation in the Capital Market and Regulation of the Stock Exchange where those Shares are listed. 7. In the event that the Company does not issue Share certificates, the ownership of a Share can be proven by Share ownership certificate issued by the Company. 8. All Share certificates and/or collective Share certificates issued by the Company can be put up as collateral by complying to prevailing Laws and Regulations in the field of Capital Market and UUPT(Law on Limited Liability Companies). Duplicate Share Certificate Article 7 1. If a Share certificate is damage, a duplicate Share certificate shall be issued provided that: a. The Party submitting the request is the owner of such Share; b. The Company has received the damage Share; and c. The original of the damaged Share must be returned and replaced by a new Share certificate of which the number shall be identical to the original Share certificate. d. The Company must destroy the original damaged Share certificate after issuing a replacement Share certificate. 2. In the event that the Share certificate is loss, the replacement of such Share may be conducted provided that: a. The party who request in writing a damaged Share certificate is the owner of such Share certficate 12

15 b. The Company has received an official document from the Police of Republic Indonesia stating the loss of such Share; c. The party submitting the request of the Share has given guarantee deemed satisfactory by the Company s Board of Director; and d. The plan to issue a Share duplicate for the loss certificate is announced in the Stock Exchange where the Company s Share are listed within the latest 14 (fourteen) days prior to the issuance of the Share certificate replacement. 3. After a replacement Share certificate is issued, the original Share certificate shall be null and void for the Company. 4. All cost to issue a duplicate Certificate shall be borne by the concerned Shareholder. 5. Such stipulation above regarding the issuance of a duplicate Share certificate is also applicable for the replacement of a collective Share certificate or Equity Security. Collective Custody Article 8 1. The following provision is valid for Shares in the Collective Custody: a. Shares in the Collective Custody with the Holding and Settlement Institution must be registered in the Company s Shareholder Register on behalf of the Holding and Settlement Institution. b. Share in Collective Custody with the Custodian Bank or Security Company listed in the Security account with the Holding and Settlement Institution registered on behalf of the Custodian Bank or the Security Company is intended for the interest of the account holder with the Custodian Bank or Security Company; c. In the event that the Share in the Collective Custody with the Custodian Bank is part of the Investment Fund of the Security Portfolio Constructed from Collective Investment Contract and not included in the Holding and Settlement Institution, the Company shall register such Share in the Shareholder Register on behalf of the Custodian Bank for the interest of the participating Unit Owner of the Investment Fund from the collective investment contract; d. The Company must issue a certificate or written confirmation to the Holding and Settlement Institution as referred to in paragraph 1 letter a this article or the Custodian Bank as referred to in paragraph 1 letter c hereof as evidence of registration in the Company s Shareholder Register; e. The Company must transfer Share in the Collective Custody register on behalf of the Holding and Settlement Institution or Custodian Bank for Investment Fund in the form 13

16 of collective investment contract in the Company s Shareholder Register on behalf of the Party assigned by such Holding and Settlement Institution or Custodian Bank; f. The mutation request is forwarded by the Holding and Settlement Institution or Custodian Bank to the Company or Security Administration Bureau assigned by the Company; g. The Holding and Settlement Institution, Custodian Bank or Security Company must issue a written confirmation to the account holder as prove of registration in the Security account; h. In the Collective Custody each Share issued by the Company from a similar classification is equal and can be exchange one for the other; i. The Company must reject Share registration into the Collective Custody in the event that such Share certificate is loss or damage, except the Party requesting such mutation can provide evidence and an adequate guarantee that such Party is really the Shareholder owner and/or the Share certificate is really loss or damaged; j. The Company must reject to register Share transfer to the Collective Custody in the event that such Share is put up for security, put under confiscation based on court verdict or confiscated for a criminal proceeding; k. The Security account holder who Security is registered in the Collective Custody is entitled to be present and/or give vote in the GMS according to the number of Share he/she owned in such account. l. The Custodian Bank and Security Company must submit the list of security account and the number of Company s Share respectively owned by the account holder in the Custodian Bank and such Security Company to the Holding and Settlement Institution, to be further submitted to the Company at the latest 1 (one) work day prior to the GMS; m. An Investment Manager is entitled to be present and cast vote in a General Meeting of Shareholders on the Company s shares included in the Collective Custody with the Custodian Bank, being part of the securities portfolio Collective Investment in the form of collective investment contracts and not included in the Collective Custody in the Holding and Settlement Institution with the provisions that such Custodian Bank must submit such Investment Manager name at the latest 1 (one) working day prior to the call of the General Meeting of Shareholders. n. The Company must submit dividend, bonus shares, or other rights related to the shares ownership in the Collective Custody to the Holding and Settlement Institution and further to it the Holding and Settlement Institution submit the dividend, bonus shares, or other rights to the Custodian Bank and the Securities Company for the interest of each account holder in such Custodian Bank and Securities Company. 14

17 o. The Company must submit the dividend, bonus share or other right related to the shares ownership to the Custodian Bank on the shares in the Collective Custody in the Custodian Bank forming part of the Collective Fund Securities portfolio in the form of a collective investment and not included in the Collective Custody with the Holding and Settlement Institution. p. The time limit of the decision of the Securities account holder entitled to obtain dividends, bonus shares, or other rights related to the shares ownership in the Collective Custody is decided in the General Meeting of Shareholders with the provisions that the Custodian Bank and Securities Company must forward the list of the Securities account holders and the number of the Company s shares owned by such respective Securities account holders to the Holding and Settlement Institution to be further submitted to the Company at the latest 1 (one) day working day as of the date used to stipulate the shareholders entitled to obtain such dividends, bonus shares, or other rights. 2. The provisions regarding Collective Custody complies to the Law and Regulations in the Capital market and provisions of the Stock Exchange where the Shares of the Company are listed. SHAREHOLDERS REGISTER AND SPECIAL REGISTER Article 9 1. The company shall provide and maintain a Shareholders Register and Special Register at the place of the Company s domicile. 2. In such register of shareholders shall be recorded: a. name and address of shareholders b. amount, number and date of share obtained owned by Shareholders; c. the amount paid on each share; d. name and address of person or legal entity having a lien on shares and or holder of fiduciary security on shares and the date of obtaining such lien and or date of fiduciary on such shares; e. a certificate of share deposit in kind; f. other information deemed necessary by the Board of Directors 3. In the Special Register is recorded information regarding the ownership of shares by the Board of Directors and Board of Commissioners and their family in the Company and/or in other Companies and the date the shares are obtained. 4. Shareholders must notify any movement in address in writing to the Board of Directors. 15

18 5. Prior to the proper receipt by the Board of Directors of such notification, all calls and notification to the Shareholder shall be valid if sent to the last address recorded in the Shareholder Register. 6. The Board of Directors must keep and maintain the Company s Shareholder Register and Special Register. 7. Any Shareholder is entitled to see the Shareholder Register and Special Register, related to the related shareholder at the working hours of the Company s Office. 8. The Board of Directors may appoint and provide authority to a Security Administration Bureau to conduct the recording of Shares in the Shareholder s Register and Special Register. Any registration or recording in the share Register, include records regarding sales, transfer, collateral, pledge, fiduciary or cession concerning the company shares or rights or interest on the shares shall be according to this Articles of Association and regulations in the Stock Exchange applicable law and regulation in the field of capital Market 9. The provisions ini this article shall continue to be in effect as long as it is not otherwise regulated in the Law and Regulation in the Capital market and regulation of the Stock Exchange where the shares of the Company are listed. 10. In the event of sales, transfer, collateral, pledge, fiduciary or cession concerning the company shares, the party concerned must notify in writng to the Board of Directors or paries appoined by the Board of Directors to be recorded and registered in the Company s Shareholder Register pursuant to this Articles of Association and in the Law and Regulation in the Capital market and regulation of the Stock Exchange where the shares of the Company are listed. TRANSFER OF RIGHT TO SHARES Article IN THE EVENT OF A CHANGE IN THE OWNERSHIP OF A SHARE, THE ORIGINAL OWNER LISTED IN THE REGISTER OF SHAREHOLDERS SHALL CONTINUE TO BE DEEMED THE SHAREHOLDER UNTIL THE NAME OF THE NEW SHAREHOLDER has been entered into the Registry of Shareholders, one and the other without prejudice to the permission of the authorities and laws and regulations in the Stock Exchange in Indonesia where the shares are listed. 2. a. Except otherwise stipulated, especially in the regulation of the Capital market and the Company s Articles of Association, all transfer of rights to shares shall be evidenced by a document signed by or on behalf of the transferring party and by or on behalf of the transferring party by and on behalf of the receiving party of the 16

19 transfer of right to the shares concerned. Documents concerning the transfer of rights to shares shall be in the format as stipulated and acceptable to the Board of Directors.. b. The transfer of right on a share recorded in the account with the Collective Custody is conducted by book transfer of one Securities account to another in the Holding and Settlement Institution, Custodian Bank, and Securities Company.A document of right transfer to Shares must be in a form as stipulated and/or acceptable bythe Board of Directors with the stipulation that a document of Right transfer to shares listed in the Stock Exchange must comply to prevailing provisions in the Stock Exchange where those Shares are listed, without prejudice to prevailing laws and regulations in the place where the Company s Shares are listed. 3. The Board of Directors may refuse to list the transfer of rights to a share in the Register of Shareholders, by mentioning the reason, if the procedures stipulated in the Company s Articles of Association has not been adhered to or if one of the conditions for transfer of ownership of a share has not been met. 4. If the Board of Directors refuses to register the transfer of Rights to Shares, it shall be required to send a notification to the transferring party within 30 (thirty) days after the date of receipt by the Board of Directors. 5. Every refusal to list a right transfer of the Company listed in the Stock Exchange, must comply with prevailing regulations in the capital market and regulations of the Stock Exchange where the shares are listed. 6. Registration of Shares Transfer cannot be conducted in the period as of the date of announcement of the summons for a GMS until the closing of such GMS by observing the provisions in the Capital Market. 7. Persons receiving rights to stocks by virtue of the death of a shareholder or due to another cause resulting in the change in ownership of the share according to law, may submit a written application to be listed as a shareholder, accompanied by evidence of such rights as required by the Board of Directors from time to time. Such registration may only be performed in the event that the Board of Directors deems such evidence acceptable, without prejudice to the provisions in this Articles of Association. 8. All limitations, prohibitions and provisions in the Articles of Association governing the right to transfer rights to stocks and registration of the transfer of rights to stock shall also apply mutatis mutandis to any transfer or rights pursuant to paragraph 6 hereof. 9. Shareholders as referred to in Article 20 paragraph 4 letter a this article may not assign their shares ownership within a period of 6 (six) months as of the General Meeting of Shareholders if the request to hold a General Meeting of Shareholders is approved by the Board of Directors or Board of Commissioners or stipulated by a court. 17

20 10. The form and procedure of the transfer of Right to Shares traded in the Stock Exchange must meet the laws and regulations in the Capital market and provisions of the Stock Exchange where the Company s Shares are listed, except for the Right on the Serial A Dwiwarna Share which cannot be transferred to whomsoever. BOARD OF DIRECTORS Article The Company is managed and led by a Board of Directors of which the number is commensurate to the need of Company with the stipulation of at least 2 (two) persons, one of them shall be appointed as President Director, and if needed one among them can be appointed as Vice President Director. 2. The requirements for members of the Board of Drectors must meet the provisions of: a. UUPT; b. Laws and regulations in the Capital Market; and c. Prevailing laws and regulations valid for the Company and related to the business of the Company 3. Those eligible to be a member of the Board of Directors must meet the following requirements at the time of being appointed and during the tenure: a. has good moral and integrity; b. able to conduct legal actions; c. during 5 (five) years prior to his/her appointment and during the term in office: c.1 is never declared bankrupt; c.2 has never been a member of the Board of Directors and/or Board of Directors accused of being the reason for a company to be declared bankrupt; c.3 never been sentenced due to a criminal act which was detrimental to the state financial and/or related to financial sector; and c.4 never been a member of the Board of Directors and/or Board of Directors who during its term in office: c.4.1. did not convene an annual General Meeting of Shareholders; c.4.2. her/his accountability as member of the Board of Directors and/or Board of Commissioners was not accepted by the General Meeting of Shareholders or did not submit an accountable report as member of the Board of Directors and/or Board of Commissioners to a General Meeting of Shareholders; and c.4.3 caused a company which has obtained a license, approval, or registration from the Financial Service Authority unable to meet its obligation to submit 18

21 an annual report and/or financial statement to the Financial Service Authority (OJK). d. has the commitment to comply to laws and regulations; and e. has the capacity and/or expertise in the field needed by the Company. f. Meet other requirements as stipulated in paragraph 2 this article. 4. Meeting the requirements as contemplated in paragraphs 2 and 3 this article, is proved by a certificate signed by the candidate member of the Board of Directors and such letter is submitted to the Company, such Certificate must be examined and documented by the Company. 5. The Company must convene a General Meeting of Shareholders, to conduct replacement of the member of the Board of Directors who has not met the requirements. 6. The appointment of a member of the Board of Diectors which do not meet the requirements as contemplated in paragraph 2 this article shall be void by law since another member of the Board of Directors or Board of Commissioners is aware of such matter base on valid evidence, and notified in writing to the concerned member of the Board of Directors by observing prevailing laws and regulations. 7. At the latest 2 (two) business days since it is known that the appointment of member of Board of Directors does not meet the requirements, another member of the Board of Directors or Board of Commissioners must announce the cancellation of such appointment of the concerned member of the Board of Directors in announcement media by observing the stipulation in the Capital Market, and at the latest 7 (seven) days notify it to the Minister of Law and Human Right to be recorded according to Laws and Regulation. 8. Legal action conducted for and on behalf of the Company by member of the Board of Directors who does not meet the requirements prior to the cancellation of such member appointment is still binding and shall be the responsibility of the Company. 9. Legal actions conducted for and on behalf of the Company by member of the Board of Directors who does not meet the requirements after the cancellation of her/his appointment as contemplated in paragraph 6 this article shall not be valid and shall be the personal responsibility of the member Concerned 1 0. Members of the Board of Directors are appointed and dismissed by the General Meeting of Shareholders, and such General Meeting of Shareholders must be attended by the holder of the serial A Dwiwarna shareholder; and the resolution of the Meeting must be approved by the holder of the serial A Dwiwarna shareholder by observing the provisions in this Articles of Association. 19

22 The members of the Board of Directors are appointed by the GMS from candidates proposed by the Serial A Dwiwarna Shareholders, such candidacy is binding for the GMS. This provision is also valid for GMS held to cancel or strengthen the decision for temporary dismissal of a member of the Board of Directors. 11. A GMS resolution regarding appointment and dismissal of member of the Board of Directors shall also stipulate the start of such appointment or dismissal. In the event that the GMS does not stipulated, such appointment or dismissal of a member of the Board of Directors start as of the closing of GMS. 12. a. Members of the Board of Directors are appointed for a period starting as of the closing or date stipulated by the GMS appointing them and shall end at the 5 th year of the Annual GMS closing as off the date of appointment, provided that it does not exceed a period of 5 (five) years, by observing the regulation in the field of Capital Market, however without prejudice to the Right of GMS at any time to dismiss the member of the Board of Directors prior to the end of their tenure. b. Such dismissal shall be valid as of the closing of such GMS, unless stipulated otherwise by the GMS. c. After their tenure in office end, members of the Board of Directors may be reappointed for one more period. 13. A GMS may dismiss a member of the Board of Directors at any time by mentioning the reason. 14. Reason to dismiss a member of the Board of Directors as contemplated in paragraph 13 this article shall be conducted if based on facts, such member among others: a. Does not/not adequately meet the obligation agreed in the management contract; b. Cannot conduct his/her duties well; c. Violate provisions of the Articles of Association and/or Laws and Regulation; d. Involve in action detrimental to the Company and/or state; e. Conduct actions violating ethics and/or conduct which must be honoured as a member of the Board of Directors; f. Pronounced guilty by Court judgment with a fix legal power; g. Resignation; h. Other reasons considered proper by the GMS for their interest and objective of the Company; 20

23 15. Resolution of dismissal due to reason as referred to in paragraph 14 this articles shall be resolved after the person concerned is given the opportunity to defend themselves, except for paragraph 14 letter f and g this article. 16. Dismissal due to reason as referred to in paragraph 14 letter d and f this article means dismissal without honour. 17. Between the members of the Board of Directors and between the members of the Board of Directors and the Board of Commissioners there may not be any blood relation until third generation, both vertically and horizontally or related by marriage (son-in-law or daughter-in-law). 18. In the event that there is such relation as referred to in paragraph 17 hereof, the GMS has the authority to dismiss one of them. 19. Members of the Board of Directors may be given remuneration including facilities and/or other allowances including compensation for post position of which the amount shall be stipulated in the GMS and such authority can be delegated to the Board of Commissioners. 20. If at any time due to any reason whatsoever, there is vacancy of one or more members of the Board of Directors: a. The Board of Commissioners shall appoint one other member of the Board of Directors to conduct the duties of the vacant position of the Director with similar rights and authority. b. By observing the provision of paragraph 20 letter a hereof, a GMS must be convened to fill in such vacancy if it cause the number of the Board of Directors to become less than 2 (two) and one is the President Director or the vacant position is the President Director or another director stipulated as required. c. The GMS as referred to in paragraph 20 letter b hereof must be convened at the latest 90 (ninety) days since such vacancy occur as referred to in paragraph 20 letter a hereof. 21. In the event that the tenure in office of a member of the Board of Directors expires and a GMS has not yet appointed his/her replacement, such member of the Board of Directors whose his/her tenure has expired can be stipulated by the GMS to continue his/her work with the same power and authority similar to the member of the Board of 21